SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

THE HOME DEPOT, INC.

(Name of Subject Company (Issuer))

THE HOME DEPOT, INC.
(Names of Filing Persons (Issuer and Offeror))
Common Stock, Par Value $0.05 Per Share
(Title of Class of Securities)
437076102
(CUSIP Number of Class of Securities)

Jack A. VanWoerkom
Executive Vice President, General Counsel and Corporate Secretary
The Home Depot, Inc.
2455 Paces Ferry Road, N.W.
Atlanta, Georgia 30339
(770) 433-8211

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

	Copy to:
John J. Kelley III Jeffrey M. Stein King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 (404) 572-4600		Morton A. Pierce Frank Adams Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 (212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$11,000,000,000	$337,700

     * Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 250 million shares of common stock at the maximum tender offer price of $44.00 per share.

     ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, equals $30.70 per million of the value of the transaction.

     o Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transaction to which the statement relates:
o	third party tender offer subject to Rule 14d-1.
þ	issuer tender offer subject to Rule 13e-4.
o	going private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

Item 1.		Summary Term Sheet.	3
Item 2.		Subject Company Information.	3
Item 3.		Identity and Background of Filing Person.	3
Item 4.		Terms of the Transaction.	3
Item 5.		Past Contacts, Transactions, Negotiations and Agreements.	4
Item 6.		Purposes of the Transaction and Plans or Proposals.	4
Item 7.		Source and Amount of Funds or Other Consideration.	4
Item 8.		Interest in Securities of the Subject Company.	4
Item 9.		Persons/Assets, Retained, Employed, Compensated or Used.	4
Item 10.		Financial Statements.	4
Item 11.		Additional Information.	4
Item 12.		Exhibits.	5
Item 13.		Information Required by Schedule 13E-3.	7
	SIGNATURE
Exhibit Index
EX-99.(A)(1)(A) OFFER TO PURCHASE
EX-99.(A)(1)(B) LETTER OF TRANSMITTAL
EX-99.(A)(1)(C) NOTICE OF GUARANTEED DELIVERY
EX-99.(A)(1)(D) LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINIEES
EX-99.(A)(1)(E) LETTER TO CLIENTS DATED JULY 10, 2007
EX-99.(A)(1)(F) LETTER TO PARTICIPANTS IN FUTUREBUILDER PLANS
EX-99.(A)(1)(G) WITHDRAWAL FORM
EX-99.(A)(1)(H) ELECTION FORM
EX-99.(A)(1)(I) LETTER TO PARTICIPANTS IN CANADA PLANS
EX-99.(A)(1)(J) WITHDRAWAL FORM PROVIDED TO PARTICIPANTS IN CANADA PLANS
EX-99.(A)(1)(K) ELECTION FORM PROVIDED TO PARTICIPANTS IN CANADA PLANS
EX-99.(A)(1)(L) LETTER TO PARTICIPANTS IN EMPLOYEE STOCK PURCHASE PLANS
EX-99.(A)(1)(M) WITHDRAWAL FORM TO PARTICIPANTS IN THE EMPLOYEE STOCK PURCHASE PLANS
EX-99.(A)(1)(N) ELECTION FORM TO PARTICIPANTS IN EMPLOYEE STOCK PURCHASE PLAN
EX-99.(A)(1)(O) LETTER TO ALL EQUITY PLAN PARTICIPANTS
EX-99.(A)(1)(P) LETTER TO THE OPTION HOLDERS FROM THE HOME DEPOT, INC.
EX-99.(A)(5)(A) PRESS RELEASE DATED JULY 10, 2007
EX-99.(A)(5)(B) SUMMARY ADVERTISEMENT DATED JULY 10, 2007
EX-99.(A)(5)(C) COMMUNICATION TO ASSOCIATES FROM FRANCIS S. BLAKE
EX-99.(A)(5)(D) COMMUNICATIONS TO DESIGNATED ASSOCIATES
EX-99.(A)(5)(E) TRANSCRIPT OF JULY 10, 2007 INVESTOR CALL
EX-99.(A)(5)(F) SLIDES PRESENTED AT INVESTOR CONFERENCE ON JULY 10, 2007
EX-99.(A)(5)(G) COMMUNICATION AND TALKING POINTS FOR HUMAN RESOURCES MANAGERS, JULY 10, 2007
EX-99.(B) FINANCING FACILITY COMMITMENT

1

INTRODUCTION

     This Tender Offer Statement on Schedule TO relates to the offer by The Home Depot, Inc., a Delaware corporation (the “Company”), to purchase up to 250 million shares of its common stock, par value $0.05 per share, at a price not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 10, 2007 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” together with the Offer to Purchase, as they may be amended and supplemented from time to time, constitute the “Offer”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.

2

Item 1.    Summary Term Sheet.

     The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2.    Subject Company Information.

     (a) The name of the issuer is The Home Depot, Inc., a Delaware corporation, and the address of its principal executive office is 2455 Paces Ferry Road, N.W., Atlanta, Georgia 30339. The telephone number of its principal executive office is (770) 433-8211.

     (b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.

     (c) The information set forth in the Offer to Purchase under Section 8 (“Price Range of the Shares; Dividends”) is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person.

     (a) The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 12 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 4.    Terms of the Transaction.

     (a) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:

Ÿ “Summary Term Sheet;”

Ÿ “Introduction;”

Ÿ Section 1 (“Number of Shares; Proration”);

Ÿ Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”);

Ÿ Section 3 (“Procedures for Tendering Shares”);

Ÿ Section 4 (“Withdrawal Rights”);

Ÿ Section 5 (“Purchase of Shares and Payment of Purchase Price”);

Ÿ Section 6 (“Conditional Tender of Shares”);

Ÿ Section 7 (“Conditions of the Tender Offer”);

Ÿ Section 12 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);

Ÿ Section 15 (“Material U.S. Federal Income Tax Consequences”); and

Ÿ Section 16 (“Extension of the Tender Offer; Termination; Amendment”).

3

     (b) The information in the “Introduction” to the Offer to Purchase and in Section 12 of the Offer to Purchase (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

     (e) The information set forth in the Offer to Purchase under Section 12 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and the information regarding the Company’s plan of reorganization set forth in the Offer to Purchase under Section 8 (“Price Range of the Shares; Dividends”) is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

     (a), (b) and (c) The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) is incorporated herein by reference.

Item 7.    Source and Amount of Funds or Other Consideration.

     (a), (b) and (d) The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

Item 8.    Interest in Securities of the Subject Company.

     (a) and (b) The information set forth in the Offer to Purchase under Section 12 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 9.    Persons/Assets, Retained, Employed, Compensated or Used.

     (a) The information set forth in the Offer to Purchase under Section 17 (“Fees and Expenses”) is incorporated herein by reference.

Item 10.    Financial Statements.

     (a) and (b) The information set forth in the Offer to Purchase under Section 10 (“Certain Financial Information”) is incorporated herein by reference.

Item 11.    Additional Information.

     (a) The information set forth in the Offer to Purchase under Section 10 (“Certain Financial Information”), Section 11 (“Certain Information Concerning the Company”), Section 12 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 13 (“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”) and Section 14 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.

     (b) The information set forth in the Offer to Purchase and the related Letter of Transmittal, as each may be amended or supplemented from time to time, is incorporated herein by reference.

4

Item 12.   Exhibits.

(a)(1)(A)*	Offer to Purchase, dated July 10, 2007
(a)(1)(B)*	Letter of Transmittal
(a)(1)(C)*	Notice of Guaranteed Delivery
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated July 10, 2007
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated July 10, 2007
(a)(1)(F)*	Letter to participants in FutureBuilder Plans, dated July 10, 2007
(a)(1)(G)*	Withdrawal form provided to participants in FutureBuilder Plans
(a)(1)(H)*	Election form provided to participants in FutureBuilder Plans
(a)(1)(I)*	Letter to participants in Canada Plans, dated July 10, 2007
(a)(1)(J)*	Withdrawal form provided to participants in Canada Plans
(a)(1)(K)*	Election form provided to participants in Canada Plans
(a)(1)(L)*	Letter to participants in the Employee Stock Purchase Plan, dated July 10, 2007
(a)(1)(M)*	Withdrawal form provided to participants in the Employee Stock Purchase Plan
(a)(1)(N)*	Election form provided to participants in the Employee Stock Purchase Plan
(a)(1)(O)*	Letter provided to Equity Plan participants, dated July 10, 2007
(a)(1)(P)*	Letter to Option Holders from The Home Depot, Inc., dated July 10, 2007
(a)(2)	Not Applicable
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)(A)*	Press Release, dated July 10, 2007
(a)(5)(B)*	Summary Advertisement, dated July 10, 2007
(a)(5)(C)*	Communication to Associates from Francis S. Blake, dated July 10, 2007
(a)(5)(D)*	Communication to Designated Associates, dated July 10, 2007
(a)(5)(E)*	Transcript from July 10, 2007 Investor Conference
(a)(5)(F)*	Slides presented at Investor Conference on July 10, 2007
(a)(5)(G)*	Communication and Talking Points for Human Resources Managers, July 10, 2007
(b)*	Tender Offer Financing Facility Commitment Letter between The Home Depot, Inc., Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates, dated July 9, 2007
(c)	Not Applicable
(d)(1)	2005 Omnibus Stock Incentive Plan [Form 8-K filed on May 27, 2005, Exhibit 10.8]
(d)(2)	1997 Omnibus Stock Incentive Plan [Form 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1]
(d)(3)	The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2004 [Form 10-Q for the fiscal quarter ended November 2, 2003, Exhibit 10.1]
(d)(4)	Amendment No.1 to The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, effective July 1, 2004 [Form 10-Q for the fiscal quarter ended August 1, 2004, Exhibit 10.2]
(d)(5)	The Home Depot, Inc. Non-U.S. Employee Stock Purchase Program [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.36]
(d)(6)	The Home Depot FutureBuilder, a 401(k) and Stock Ownership Plan, as amended and restated effective July 1, 2004 [Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.5]
(d)(7)	The Home Depot Future Builder Restoration Plan [Form 10-K for the fiscal year ended January 28, 2001, Exhibit 10.10]
(d)(8)	Third Amendment to The Home Depot Future Builder Restoration Plan, effective March 1, 2005 [Form 10-Q for the fiscal quarter ended August 1, 2004, Exhibit 10.1]
(d)(9)	The Home Depot FutureBuilder for Puerto Rico [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.35]
(d)(10)	First Amendment to The Home Depot FutureBuilder for Puerto Rico, effective July 5, 2004 [Form S-8 (File No. 333-125332) filed May 27, 2005, Exhibit 10.3]

5

(d)(11)	The Home Depot, Inc. Non-Employee Directors’ Deferred Compensation Plan [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.37]
(d)(12)	DepotDirect Prospectus [Form S-3 filed on February 13, 2006]
(e)	Not Applicable
(f)	Not Applicable
(g)	Not Applicable
(h)	Not Applicable

* Filed herewith.

6

Item 13.     Information Required by Schedule 13E-3.

     Not Applicable

7

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 10, 2007	THE HOME DEPOT, INC.
	By:	/s/ Jack A. VanWoerkom
		Name:	Jack A. VanWoerkom
		Title:	Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

(a)(1)(A)*	Offer to Purchase, dated July 10, 2007
(a)(1)(B)*	Letter of Transmittal
(a)(1)(C)*	Notice of Guaranteed Delivery
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated July 10, 2007
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated July 10, 2007
(a)(1)(F)*	Letter to participants in FutureBuilder Plans, dated July 10, 2007
(a)(1)(G)*	Withdrawal form provided to participants in FutureBuilder Plans
(a)(1)(H)*	Election form provided to participants in FutureBuilder Plans
(a)(1)(I)*	Letter to participants in Canada Plans, dated July 10, 2007
(a)(1)(J)*	Withdrawal form provided to participants in Canada Plans
(a)(1)(K)*	Election form provided to participants in Canada Plans
(a)(1)(L)*	Letter to participants in the Employee Stock Purchase Plans, dated July 10, 2007
(a)(1)(M)*	Withdrawal form provided to participants in the Employee Stock Purchase Plans
(a)(1)(N)*	Election form provided to participants in the Employee Stock Purchase Plans
(a)(1)(O)*	Letter provided to Equity Plan participants, dated July 10, 2007
(a)(1)(P)*	Letter to Option Holders from The Home Depot, Inc., dated July 10, 2007
(a)(2)	Not Applicable
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)(A)*	Press Release, dated July 10, 2007
(a)(5)(B)*	Summary Advertisement, dated July 10, 2007
(a)(5)(C)*	Communication to Associates from Francis S. Blake, dated July 10, 2007
(a)(5)(D)*	Communications to Designated Associates, dated July 10, 2007
(a)(5)(E)*	Transcript from July 10, 2007 Investor Conference
(a)(5)(F)*	Slides presented at Investor Conference on July 10, 2007
(a)(5)(G)*	Communication and Talking Points for Human Resources Managers, July 10, 2007
(b)*	Tender Offer Financing Facility Commitment Letter between The Home Depot, Inc., Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates, dated July 9, 2007
(c)	Not Applicable
(d)(1)	2005 Omnibus Stock Incentive Plan [Form 8-K filed on May 27, 2005, Exhibit 10.8]
(d)(2)	1997 Omnibus Stock Incentive Plan [Form 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1]
(d) (3)	The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2004. [Form 10-Q for the fiscal quarter ended November 2, 2003, Exhibit 10.1]
(d)(4)	Amendment No.1 to The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, effective July 1, 2004 [Form 10-Q for the fiscal quarter ended August 1, 2004, Exhibit 10.2]
(d)(5)	The Home Depot, Inc. Non-U.S. Employee Stock Purchase Program [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.36]
(d)(6)	The Home Depot FutureBuilder, a 401(k) and Stock Ownership Plan, as amended and restated effective July 1, 2004 [Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.5]
(d)(7)	The Home Depot Future Builder Restoration Plan [Form 10-K for the fiscal year ended January 28, 2001, Exhibit 10.10]
(d)(8)	Third Amendment to The Home Depot Future Builder Restoration Plan, effective March 1, 2005 [Form 10-Q for the fiscal quarter ended August 1, 2004, Exhibit 10.1]

(d)(9)	The Home Depot FutureBuilder for Puerto Rico [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.35]
(d)(10)	First Amendment to The Home Depot FutureBuilder for Puerto Rico, effective July 5, 2004 [Form S-8 (File No. 333-125332) filed May 27, 2005, Exhibit 10.3]
(d)(11)	The Home Depot, Inc. Non-Employee Directors’ Deferred Compensation Plan [Form 10-K for the fiscal year ended February 2, 2003, Exhibit 10.37]
(d)(12)	DepotDirect Prospectus [Form S-3 filed on February 13, 2006]
(e)	Not Applicable
(f)	Not Applicable
(g)	Not Applicable
(h)	Not Applicable

* Filed herewith.

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

Offer to Purchase for Cash
by
The Home Depot, Inc.
of
Up to 250 million Shares of its Common Stock at a
Purchase Price not greater than $44.00 nor less than
$39.00 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 16, 2007, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”).

The Home Depot, Inc., a Delaware corporation (the “Company,” “Home Depot,” “our,” “we,” or “us”), is offering to purchase for cash up to 250 million shares of its common stock, $0.05 par value per share (the “common stock”), at a price not greater than $44.00 per share nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). After the Expiration Time, we will examine the prices chosen by shareholders for all of the shares validly tendered. We then will select the lowest purchase price (in multiples of $0.25) that will allow us to purchase 250 million shares or, if a lesser number of shares are validly tendered, all shares that are validly tendered and not withdrawn. All shares acquired in the Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price may not be purchased if more than the number of shares we seek are validly tendered. Shares tendered but not purchased in the Offer will be returned to the tendering shareholders at our expense promptly after the expiration of the Offer. See Section 3.

Subject to certain limitations and legal requirements, we reserve the right to accept for payment, according to the terms and conditions of the Offer, up to an additional 2% of our outstanding shares (or approximately 39.5 million shares) without extending the Offer. See Section 1. In exercising this right, we may increase the purchase price, within the specified range, to allow us to purchase all such additional shares.

Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company.

We expect to fund the purchase of shares in the Offer with the net proceeds from the sale of HD Supply and with available cash (or, if the sale of HD Supply has not been completed when we pay for the shares, through direct loans under, or issuances of commercial paper supported by, our Tender Offer Financing Facility (“Borrowings”), to be entered into by us, Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates (the “Tender Offer Financing Facility”)) and with available cash. The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to other conditions, including our ability to effect up to $10.0 billion of Borrowings under the Tender Offer Financing Facility (if we have not received the proceeds from the sale of HD Supply) (the “Financing Condition”). See Sections 7 and 9.

The shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “HD.” On July 9, 2007, the last full trading day before the announcement of the Offer, the last reported sale price of our common stock on the NYSE was $40.23 per share. Shareholders are urged to obtain current market quotations for the shares. See Section 8.

Our Board of Directors has approved our making the Offer. However, neither Home Depot, our Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent makes any recommendation to you as to whether to tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them.

You should read carefully the information set forth or incorporated by reference in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer. See Section 2. All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer. See Section 12.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

You may direct questions and requests for assistance, or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery, to D. F. King & Co., Inc., which is acting as the Information Agent, or to Lehman Brothers Inc., which is the Lead Dealer Manager, or Merrill Lynch & Co., which is the Co-Dealer Manager for the Offer. Their addresses and telephone numbers appear on the back cover of this Offer to Purchase.

The Lead Dealer Manager for the Offer is:	The Co-Dealer Manager for the Offer is:
Lehman Brothers	Merrill Lynch & Co.

Offer to Purchase, dated July 10, 2007

IMPORTANT

If you desire to tender all or any portion of your shares, you must do one of the following before the Offer expires:

•  if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee and request that the nominee tender your shares for you through the book-entry transfer facility;

•  if you hold certificates or Direct Registration System (“DRS”) shares in your own name, you must complete and sign a Letter of Transmittal according to its instructions, and deliver it, together with any required signature guarantees, the certificates for your shares or the amount of DRS shares you wish to tender and any other documents required by the Letter of Transmittal to Computershare, Inc. (“Computershare”), the Depositary for the Offer;

•  if you are an institution participating in the book-entry transfer facility (as defined herein), you must tender your shares according to the procedure for book-entry transfer described in Section 3;

•  if you are unable to deliver the certificates for the shares or the other required documents to Computershare or you cannot comply with the procedure for book-entry transfer within the required time, you must comply with the guaranteed delivery procedure outlined in Section 3;

•  if you are a participant in The Home Depot FutureBuilder Plan, The Home Depot FutureBuilder Plan for Puerto Rico, The Home Depot of Canada Inc. Retirement Savings Plan or The Home Depot of Canada Inc. Deferred Profit Sharing Plan (together the “Savings and Retirement Plans”), and you wish to tender any of your shares held in any of those plans, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase (including an earlier deadline for delivering materials) and you must review the separate materials related to the applicable plans enclosed with this Offer to Purchase for instructions;

•  if you hold shares in our DepotDirect Plan, you may tender such shares by completing and signing the Letter of Transmittal, including the appropriate section for shares acquired through the DepotDirect Plan;

•  if you hold shares through our Employee Stock Purchase Plan (the “ESPP”) and you wish to tender any of your shares held in the ESPP, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase (including an earlier deadline for delivering materials) and you must review the separate materials related to the ESPP enclosed with this Offer to Purchase for instructions; and

•  if you are a holder of vested options to purchase shares under our equity compensation plans, you may exercise your vested options and tender any of the shares issued upon exercise.

To validly tender shares other than shares registered in the name of a broker, dealer, commercial bank, trust, company or other nominee or shares held under the Savings and Retirement Plans or shares held through our ESPP, you must properly complete the Letter of Transmittal, including the section relating to the price at which you are tendering shares.

If you wish to maximize the chance that your shares will be purchased in the Offer, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Tender Offer.” If you agree to accept the purchase price determined pursuant to the Offer, your shares will be deemed to be tendered at the minimum price of $39.00 per share. You should understand that this election may lower the purchase price paid for shares in the Offer and could result in your shares being purchased at the minimum price of $39.00 per share.

We are not making the Offer to, and will not accept any tendered shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to shareholders in any such jurisdiction.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the Offer or as to the purchase price or prices at which you should tender your shares. You should rely only on the information contained in this document or to which we have referred you. Our delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained in this Offer to Purchase is correct as of any time after the date of this Offer to Purchase or that there have been no changes in the information included or incorporated by reference herein or in the affairs of Home Depot or any of its subsidiaries or affiliates since the date hereof. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than the information and representations contained in this Offer to Purchase or in the related Letter of Transmittal. If anyone makes any recommendation or gives any information or representation, you must not rely upon that recommendation, information or representation as having been authorized by us, our Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary or the Information Agent.

TABLE OF CONTENTS

SUMMARY TERM SHEET	i
FORWARD-LOOKING STATEMENTS	vii
INTRODUCTION	1
THE TENDER OFFER	2
1. Number of Shares; Proration	2
2. Purpose of the Tender Offer; Certain Effects of the Tender Offer	4
3. Procedures for Tendering Shares	7
4. Withdrawal Rights	12
5. Purchase of Shares and Payment of Purchase Price	13
6. Conditional Tender of Shares	14
7. Conditions of the Tender Offer	15
8. Price Range of the Shares; Dividends	17
9. Source and Amount of Funds	17
10. Certain Financial Information	19
11. Certain Information Concerning the Company	24
12. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares	26
13. Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act	30
14. Legal Matters; Regulatory Approvals	30
15. Material U.S. Federal Income Tax Consequences	31
16. Extension of the Tender Offer; Termination; Amendment	34
17. Fees and Expenses	35
18. Miscellaneous	36

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. In this Offer to Purchase, we use the terms the “Company,” “Home Depot,” “our,” “we” and “us” to refer to The Home Depot, Inc. and its subsidiaries. We refer to the shares of our common stock as the “shares.” This summary term sheet highlights only certain material information. We urge you to read the entire Offer to Purchase and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”) because they contain the full details of the Offer. We have included references to the sections of this document where you will find a more complete discussion.

Who is offering to purchase my shares?

The Home Depot, Inc.

What is the Company offering to purchase?

We are offering to purchase up to 250 million shares of our common stock. In addition, subject to certain limitations and legal requirements, we reserve the right, in our sole discretion, to purchase additional shares. We may purchase additional shares representing up to 2% of the outstanding shares, or approximately 39.5 million additional shares, without extending the expiration date of the Offer. See Section 1.

What is the purpose of the Offer?

On June 19, 2007, we announced a strategic plan to enhance shareholder value by entering into an agreement to sell HD Supply, focusing our operations exclusively on our retail business and executing a recapitalization plan under which we will repurchase up to $22.5 billion in shares. This tender offer is one element of the $22.5 billion of expected share repurchases. Additional share repurchases may be made in the form of open market purchases, accelerated share repurchases and/or additional tender offers, the details of which would be announced at a later time. The Offer is expected to be funded from the sale of HD Supply (approximately $9.5 billion of net proceeds) and available cash balances or, in the event that the sale of HD Supply does not close before we pay for the shares we purchase in the Offer, from Borrowings under the Tender Offer Financing Facility and available cash balances. Any additional share repurchases are expected to be funded from the Company’s issuance of debt securities (up to $12.0 billion) and additional cash balances. Our Board of Directors has determined that, in light of this strategic plan, the Offer is a prudent use of our financial resources and presents an appropriate balance between meeting the needs of our business and delivering value to our shareholders. See Section 2 for additional information about our strategic plan and Section 10 for pro forma financial data to reflect the Offer.

Our Board of Directors believes that the Offer will provide shareholders with the opportunity to tender their shares and thereby receive a return of capital if they so elect, without potential disruption to the share price and the usual transaction costs associated with market sales. Alternatively, shareholders may elect not to participate in the Offer and thereby increase their percentage ownership of Home Depot following the completion of the Offer. See Section 2.

What will the purchase price for the shares be and what will be the form of payment?

We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $39.00 to $44.00 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering shareholders, we can purchase 250 million shares, or such lesser number of shares as are validly tendered. All shares we purchase will be purchased at the same price, even if you have selected a lower price, but we will not purchase any shares above the purchase price we determine. We will determine the purchase price for tendered shares promptly after the Offer expires. If your shares are purchased in the Offer, we will pay you the purchase price, in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the Offer. See Sections 1 and 5. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment.

If you wish to maximize the chance that your shares will be purchased in the Offer, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Tender Offer.” If you agree to accept the purchase price determined under the Offer, your shares will be deemed to be tendered at the minimum price of $39.00 per share. You should understand that this election may lower the purchase price and could result in your shares being purchased at the minimum price of $39.00 per share.

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How many shares will the Company purchase in the Offer?

We will purchase up to 250 million shares in the Offer (representing approximately 12.7% of our outstanding shares as of June 27, 2007), or if a lesser number of shares are validly tendered, all shares that are validly tendered and not validly withdrawn. If more than 250 million shares are tendered, we will purchase shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots held by owners of less than 100 shares), which we will purchase on a priority basis, and conditional tenders for which the condition was not met, which we will not purchase (except as described in Section 6). See Sections 1 and 7.

In addition, subject to certain limitations and legal requirements, we reserve the right, in our sole discretion, to purchase additional shares, representing up to 2% of the outstanding shares, or approximately 39.5 million additional shares without extending the Offer. See Section 1. We also expressly reserve the right, in our sole discretion, to purchase additional shares in excess of 2% of all outstanding shares subject to applicable legal requirements. The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to other conditions, including the Financing Condition. See Section 7.

How will the Company pay for the shares?

Assuming 250 million shares are repurchased in the Offer at the maximum purchase price of $44.00 per share, the aggregate purchase price will be $11.0 billion. We intend to pay for the shares purchased in the Offer with $9.5 billion of net proceeds from the sale of HD Supply and $1.5 billion of available cash. If the sale of HD Supply has not been completed when we are required to pay for the shares, we expect to fund the Offer with $9.5 billion from Borrowings under our Tender Offer Financing Facility and $1.5 billion of available cash (with Borrowings being reduced to the extent the aggregate price for shares purchased in the Offer is less than $11.0 billion). We anticipate that any Borrowings under the Tender Offer Financing Facility would be repaid primarily with the net proceeds of the sale of HD Supply. See Section 9.

How long do I have to tender my shares; can the Offer be extended, amended or terminated?

You may tender your shares until the Offer expires. The Offer will expire on Thursday, August 16, 2007, at 5:00 p.m., New York City time, unless we extend it. See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that they have an earlier deadline, for administrative reasons, for you to act to instruct them to tender shares on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out their deadline.

If you wish to tender shares held in The Home Depot FutureBuilder Plan or The Home Depot FutureBuilder Plan for Puerto Rico (the “FutureBuilder Plans”), or The Home Depot of Canada Inc. Retirement Savings Plan or The Home Depot of Canada Inc. Deferred Profit Sharing Plan (the “Canada Plans”), or the ESPP, you will have an earlier deadline. The deadline is two business days prior to the expiration of the Offer in the case of the FutureBuilder Plans and three business days prior to the expiration of the Offer in the case of the Canada Plans and the ESPP. See Section 3.

We may choose to extend the Offer at any time and for any reason, subject to applicable laws. See Section 16. We cannot assure you that we will extend the Offer or indicate the length of any extension that we may provide. If we extend the Offer, we will delay the acceptance for payment of any shares that have been tendered. We can also amend the Offer in our sole discretion or terminate the Offer under certain circumstances. See Sections 7 and 16.

We are scheduled to announce on August 14, 2007 our results of operations for the fiscal quarter ended July 29, 2007, and we will file a Current Report on Form 8-K on that date relating to this information. The Schedule TO relating to the Offer will be amended so that this Form 8-K will be incorporated by reference in the Schedule TO.

How will I be notified if the Company extends the Offer or amends the terms of the Offer?

If we extend the Offer, we will issue a press release announcing the extension and the new Expiration Time by 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Time. We will issue a press release if we materially amend the terms of the Offer. See Section 16.

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What are the significant conditions to the Offer?

Our obligation to accept and pay for your tendered shares depends upon a number of conditions that must be satisfied or waived on or prior to the Expiration Time, including, but not limited to:

•  our ability to effect Borrowings of up to $10.0 billion under the Tender Offer Financing Facility, if we have not received the proceeds from the sale of HD Supply by the Expiration Time (the conditions applicable to borrowing under this facility are described in Section 9);

•  no legal action shall have been threatened, instituted or pending that seeks to challenge or delay the Offer or could reasonably be expected to materially adversely affect our business, financial condition, results of operations, or prospects or the value of our shares;

•  no changes in the general political, market, economic or financial conditions in the United States or abroad that are reasonably likely to materially and adversely affect our business, financial condition, results of operations, or prospects or the value of our shares or otherwise materially impair the contemplated future conduct of our business or adversely affect trading in our shares;

•  no general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter markets in the United States or a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory, shall have occurred;

•  no commencement or escalation of war, armed hostilities or other international or national calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States or any country in which we conduct operations that are material to our business shall have occurred;

•  no decrease of more than 10% in the market price for our shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on July 9, 2007 shall have occurred;

•  no person shall have proposed, announced or made a tender or exchange offer, merger, acquisition, business combination or other similar transaction with or involving us, nor shall we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction, other than in the ordinary course of business (in each case other than the Offer or in connection with our planned disposition of HD Supply described in Section 2);

•  no person (including a group) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of our outstanding shares (other than anyone who publicly disclosed such ownership in a Schedule 13D or 13G filed with the Securities and Exchange Commission (the “SEC”) on or before July 9, 2007). No person or group which has made such filing on or before July 9, 2007 shall have acquired or proposes to acquire an additional 1% or more of our outstanding shares. In addition, no new group shall have been formed that beneficially owns more than 5% of our outstanding shares;

•  no one shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us (other than in connection with our planned disposition of HD Supply described in Section 2);

•  no change (or event involving a prospective change) shall have occurred that could reasonably be expected to materially adversely affect our business, financial condition, results of operations, or prospects or the value of our shares; and

•  our determination that the consummation of the Offer will not cause our common stock to be delisted from the New York Stock Exchange (the “NYSE”) or to be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Offer is subject to these conditions, and a number of other conditions, all of which are described in greater detail in Section 7. The foregoing addresses the conditions under which we are not obligated to complete the Offer.

Following the Offer, will the Company continue as a public company?

Yes. The completion of the Offer in accordance with its terms and conditions will not cause the Company to be delisted from the NYSE or to stop being subject to the periodic reporting requirements of the Exchange Act. It is a condition of our obligation to purchase shares pursuant to the Offer that such purchase not cause the shares either (1) to

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be held of record by less than 300 persons or (2) to be ineligible to be listed on the NYSE or to be eligible for deregistration under the Exchange Act. See Sections 2 and 7.

How do I tender my shares?

If you want to tender all or part of your shares, you must do one of the following before 5:00 p.m., New York City time, on Thursday, August 16, 2007, or any later time and date to which the Offer may be extended:

•  if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee and request that the nominee tender your shares for you;

•  if you hold certificates or DRS shares in your own name, you must complete and sign a Letter of Transmittal according to its instructions, and deliver it, together with any required signature guarantees, the certificates for your shares or the amount of DRS shares you wish to tender and any other documents required by the Letter of Transmittal to Computershare, Inc. (“Computershare”), the Depositary for the Offer;

•  if you are an institution participating in the book-entry transfer facility (as defined herein), you must tender your shares according to the procedure for book-entry transfer described in Section 3;

•  if you are unable to deliver the certificates for the shares or the other required documents to Computershare or you cannot comply with the procedure for book-entry transfer within the required time, you must comply with the guaranteed delivery procedure outlined in Section 3;

•  if you hold shares in our DepotDirect Plan, you may tender such shares by completing and signing the Letter of Transmittal, including the appropriate section for shares acquired through the DepotDirect Plan; and

•  if you are a holder of vested options to purchase shares under our equity compensation plans, you may exercise your vested options and tender any of the shares issued upon exercise.

You may contact the Information Agent for assistance. The contact information for the Information Agent appears on the back cover of this Offer to Purchase. See Section 3 and the Instructions to the Letter of Transmittal.

How do holders of currently exercisable stock options participate in the Offer?

Options to purchase shares cannot be tendered in the Offer. If you hold currently exercisable options to purchase shares, you may exercise such options in accordance with the terms of the applicable stock option plans and tender the shares received upon such exercise in accordance with the Offer. Exercises of options cannot be revoked even if shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. See Section 3.

How do participants in our Savings and Retirement Plans or the ESPP participate in the Offer?

Participants in our Savings and Retirement Plans or the ESPP must comply with separate requirements in order to participate in the Offer. If you are a participant in our Savings and Retirement Plans or the ESPP, you must do one of the following:

•  if you are a participant in any of the Savings and Retirement Plans, and you wish to tender any of your shares held in any of those plans, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase (including an earlier deadline for delivering materials) and you must review the separate materials related to the applicable plans enclosed with this Offer to Purchase; and

•  if you hold shares through our ESPP and you wish to tender any of your shares held in the ESPP, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase (including an earlier deadline for delivering materials) and you must review the separate materials related to the ESPP enclosed with this Offer to Purchase for instructions.

What happens if more than 250 million shares are tendered?

If more than 250 million shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are validly tendered and not validly withdrawn prior to the Expiration Time, we will purchase shares:

•  first, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the purchase price selected by us, and do not validly withdraw them before the Expiration Time;

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•  second, from all other shareholders who validly tender shares at or below the purchase price selected by us, on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied); and

•  third, only if necessary to permit us to purchase 250 million shares (or such greater number of shares as we may elect to purchase, subject to applicable law), from holders who have validly tendered shares at or below the purchase price conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

Because of the “odd lot” priority, proration and conditional tender provisions described above, we may not purchase all of the shares that you tender even if you tender them at or below the purchase price. See Section 1, and for additional information on conditional purchases, see Section 6.

If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration?

If you own beneficially or of record fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the purchase price selected by us and do not withdraw such tender before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1.

Once I have tendered shares in the Offer, can I withdraw my tender?

Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on Thursday, August 16, 2007, unless we extend the Offer, in which case you can withdraw your shares until the expiration of the Offer as extended. If we have not accepted for payment the shares you have tendered, you may also withdraw your shares at any time after 12:00 midnight, New York City time, on September 4, 2007. See Section 4.

How do I withdraw shares I previously tendered?

To withdraw tendered shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw the shares. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. If you have tendered your shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct that nominee to arrange for the withdrawal of your shares. If you wish to withdraw tendered shares held in the Savings and Retirement Plans or the ESPP, you must withdraw all such tendered shares. If you withdraw shares held in any of such plans, you must re-tender any such shares you wish to tender in the Offer.

Has the Company or its Board of Directors adopted a position on the Offer?

Our Board of Directors has approved our making the Offer. However, neither the Company, our Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent makes any recommendation as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender, and the purchase price or purchase prices at which you may choose to tender your shares. In so doing, you should read carefully the information set forth or incorporated by reference in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer. See Section 2.

Do the directors or executive officers of the Company intend to tender their shares in the Offer?

All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer (including shares they are deemed to beneficially own). As a result, the Offer will increase the proportional holdings of our directors and executive officers. After expiration of the Offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions at prices that may be more or less favorable than the purchase price to be paid to our shareholders in the Offer. See Section 12.

If I decide not to tender, how will the Offer affect my shares?

Shareholders who choose not to tender their shares will own a greater percentage interest in our outstanding common stock following the consummation of the Offer. See Section 2.

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What is the recent market price of my shares?

On July 9, 2007, the last trading day prior to printing this Offer to Purchase, the reported closing price of our common stock on the NYSE was $40.23 per share. You are urged to obtain current market quotations for the shares before deciding whether to tender your shares. See Section 8.

When and how will the Company pay for the shares I tender?

We will pay the purchase price, less any applicable withholding taxes and without interest, for the shares we purchase promptly after expiration of the Offer and acceptance of the shares for payment. We will announce the preliminary results of the Offer, including price and information about any proration, on the day following the Expiration Time. We do not expect, however, to announce the final results of any proration and begin paying for tendered shares until at least seven business days after expiration of the Offer. We will pay for the shares accepted for purchase by depositing the aggregate purchase price with the Depositary. The Depositary will act as your agent and will transmit to you (or to your broker, dealer, trustee, plan administrator or other nominee) the payment for all your shares accepted for payment. See Section 5.

Will I have to pay brokerage commissions if I tender my shares?

If you are the record owner of your shares and you tender your shares directly to the Depositary, you will not pay brokerage commissions or similar expenses. If you hold your shares through a broker, dealer, commercial bank, trust company or other nominee and that nominee tenders your shares on your behalf, that nominee may charge you a fee. You should consult with your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See Section 3.

Does the Company intend to repurchase any shares other than pursuant to the Offer during or after the Offer?

Rule 13e-4 of the Exchange Act prohibits us and our affiliates from purchasing any shares, other than pursuant to the Offer, until at least ten business days after the expiration of the Offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act. Beginning ten business days after the expiration date of the Offer, we may make share repurchases from time to time on the open market, pursuant to accelerated share repurchases and/or in additional tender offers. Whether we make additional repurchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in the Offer, whether we complete the sale of HD Supply, our business and financial performance and situation, the business and market conditions at the time, including the price of the shares and our ability to issue debt securities, and such other factors as we may consider relevant. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the selling shareholders in those transactions than the terms of the Offer.

What are the U.S. federal income tax consequences if I tender my shares?

The receipt of cash from us in exchange for your shares will be a taxable event for you for U.S. federal income tax purposes (and likely will be a taxable event for state and other income tax purposes). The receipt of cash for your shares generally will be treated for U.S. federal income tax purposes either as (1) a sale or exchange eligible for gain or loss treatment or (2) a distribution in respect of stock from the Company. See Section 15. The Depositary (or other applicable withholding agent) will withhold U.S. federal taxes at a rate of 30% on the gross proceeds of the Offer paid to a non-U.S. shareholder, subject to reduction by applicable treaty or exemption for income that is “effectively connected with a U.S. trade or business,” as evidenced by forms that a non-U.S. shareholder furnishes to the Depositary (or other applicable withholding agent). We advise you to consult your tax advisor with respect to your particular situation.

Will I have to pay stock transfer tax if I tender my shares?

We will pay all stock transfer taxes unless payment is made to, or if shares not tendered or accepted for payment are to be registered in the name of, someone other than the registered holder, or tendered certificates are registered in the name of someone other than the person signing the Letter of Transmittal. See Section 5.

Who may I talk to if I have questions?

If you have any questions regarding the Offer, please contact D. F. King & Co., Inc., the Information Agent, at 1-800-628-8536, or Lehman Brothers Inc., the Lead Dealer Manager, at 1-888-610-5877, or Merrill Lynch & Co., the Co-Dealer Manager, at 1-877-653-2948. Banks and brokers may call the Information Agent collect at 1-212-269-5550. Additional contact information for the Information Agent, the Lead Dealer Manager and the Co-Dealer Manager is set forth on the back cover page of this document.

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FORWARD-LOOKING STATEMENTS

This Offer to Purchase, the documents incorporated by reference and the documents to which we refer herein contain a number of forward-looking statements, including, among others, statements describing the benefits that our strategic plan and recapitalization plan are intended to provide to our shareholders, the anticipated completion of the sale of HD Supply, our plan to repurchase additional shares of common stock and issue debt, the number of shares that we may purchase in the Offer and the price range of this purchase and the date on which we will announce the final results of the Offer or pay for tendered shares.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond our control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “potential,” “outlook” and similar terms and phrases, including references to assumptions, are intended to identify forward-looking statements.

The forward-looking statements regarding these matters are based on various assumptions and analyses made by us in light of our management’s experience and its perception of historical trends, current conditions, and expected future developments, as well as other factors it believes are appropriate under the circumstances.

In addition to factors described in our Annual Report on Form 10-K for the year ended January 28, 2007 (which is incorporated by reference in this Offer to Purchase), important factors that could cause actual results to differ materially from those underlying our forward-looking statements include, among others, the following:

•  our ability to complete the sale of HD Supply and to use the proceeds of that sale as the primary source of funds for the Offer (or to pay down indebtedness used to finance the Offer);

•  if we do not complete the sale of HD Supply, the increased indebtedness that we will incur to purchase shares in the Offer;

•  the price at which we ultimately determine to purchase shares in the Offer and the number of shares tendered in the Offer; and

•  the price and time at which we make any additional share repurchases following completion of the Offer, the number of shares acquired in such repurchases and the interest rate on any indebtedness incurred to fund such repurchases.

You should not place undue reliance on our forward-looking statements, which speak only as of the date of this Offer to Purchase, or the date of the documents incorporated by reference if contained therein. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this Offer to Purchase, except as required by law.

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INTRODUCTION

To the Holders of our Common Stock:

The Home Depot, Inc., a Delaware corporation (the “Company,” “Home Depot,” “our,” “we,” or “us”), invites its shareholders to tender shares of our common stock, $0.05 par value per share (the “common stock”), for purchase by us. Upon the terms and subject to the conditions of this Offer to Purchase and the related Letter of Transmittal, we are offering to purchase up to 250 million shares at a price not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less applicable withholding taxes and without interest. The Offer will expire at 5:00 p.m., New York City time, on Thursday, August 16, 2007, unless extended.

After the Expiration Time, we will examine the prices chosen by shareholders for all of the shares validly tendered. We will then select the lowest purchase price (in multiples of $0.25) that will allow us to purchase 250 million shares or, if a lesser number of shares are validly tendered, all shares that are validly tendered and not withdrawn. All shares acquired in the Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price may not be purchased if more than the number of shares we seek are validly tendered. Shares tendered but not purchased in the Offer will be returned to the tendering shareholders at our expense promptly after the expiration of the Offer. See Section 3.

In addition, subject to certain limitations and legal requirements, we reserve the right, in our sole discretion, to purchase additional shares, representing up to 2% of the outstanding shares or, approximately 39.5 million additional shares. Such a purchase of additional shares will not require us to extend the Offer. We also expressly reserve the right, in our sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1.

Shareholders whose shares are registered in their own names and who tender directly to Computershare, Inc., the Depositary for the Offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Section 3 hereof, stock transfer taxes on the purchase of shares by us under the Offer. If you own shares through a broker, dealer, commercial bank, trust company or other nominee and that person tenders your shares on your behalf, that nominee may charge you a fee. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. If your shares are held in one of our equity benefit plans as set forth in Section 3 and the plan administrator tenders your shares on your behalf, the plan administrator may charge you a fee. You should contact the plan administrator to determine whether any charges will apply.

The Offer is not conditioned upon any minimum number of shares being tendered. Our obligation to accept, and pay for, shares validly tendered pursuant to the Offer is conditioned upon satisfaction or waiver of the conditions set forth in Section 7 of this Offer to Purchase, including our ability to obtain up to $10.0 billion in direct loans under, or commercial paper supported by (“Borrowings”), the Tender Offer Financing Facility (the “Tender Offer Financing Facility”) to be entered into by us, Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates (if we have not received the proceeds from the sale of HD Supply) (the “Financing Condition”).

Our Board of Directors has approved our making the Offer. However, neither the Company, our Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent is making any recommendation as to whether you should tender or refrain from tendering your shares or at what purchase price or purchase prices you should choose to tender your shares. You must decide whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender. You should discuss whether to tender your shares, and if so, how many shares to tender and at what price or prices, with your tax advisor, financial advisor and/or broker. You should read carefully the information set forth or incorporated by reference in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer. See Section 2.

All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer. As a result, the Offer will increase the proportional holdings of our directors and executive officers. However, after expiration of the Offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions at prices that may be more or less favorable than the purchase price paid to shareholders in this Offer. See Section 12.

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Section 15 of this Offer to Purchase describes material U.S. federal income tax consequences of a sale of shares pursuant to the Offer.

We will pay the fees and expenses incurred in connection with the Offer by Lehman Brothers Inc., the Lead Dealer Manager, Merrill Lynch & Co., the Co-Dealer Manager, Computershare, Inc., the Depositary for the Offer, and D. F. King & Co., Inc., the Information Agent for the Offer. See Section 17.

As of June 27, 2007, there were 1,975,115,495 shares of our common stock outstanding. The 250 million shares that we are offering to purchase hereby represent approximately 12.7% of the total number of outstanding shares of our common stock as of June 27, 2007.

The shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “HD.” On July 9, 2007, the last trading day prior to printing this Offer to Purchase, the reported closing price of our common stock on the NYSE was $40.23 per share. Shareholders are urged to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices to tender their shares. See Section 8.

THE TENDER OFFER

1.   Number of Shares; Proration

General.  Upon the terms and subject to the conditions of the Offer, we will purchase up to 250 million shares of our common stock, or if a lesser number of shares are validly tendered, all shares that are validly tendered and not validly withdrawn in accordance with Section 4 before the Expiration Time, at a price not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest.

The term “Expiration Time” means 5:00 p.m., New York City time, on Thursday, August 16, 2007, unless we, in our sole discretion, extend the period of time during which the Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 16 for a description of our right to extend, delay, terminate or amend the Offer. In accordance with the rules of the Securities and Exchange Commission (“SEC”), we may, and we expressly reserve the right to, purchase under the Offer an additional amount of shares not to exceed 2% of the outstanding shares (approximately 39.5 million shares) without amending or extending the Offer. See Section 16.

In the event of an over-subscription of the Offer as described below, shares tendered will be subject to proration, except for “odd lots,” as discussed below. The proration period and, except as described herein, withdrawal rights expire at the Expiration Time.

If we:

•  change the price range to be paid for shares;

•  increase the number of shares being sought in the Offer, and such increase in the number of shares being sought exceeds 2% of the outstanding shares (approximately 39.5 million shares); or

•  decrease the number of shares being sought in the Offer; and

the Offer is scheduled to expire at any time earlier than the expiration of a period ending at 12:00 midnight, New York City time, on the tenth business day (as defined below) from, and including, the date that notice of any such increase or decrease is first published, sent or given in the manner specified in Section 16, then the Offer will be extended until the expiration of such period of ten business days. For the purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is subject to other conditions, including the Financing Condition. See Section 7.

Shareholders desiring to tender shares must specify the price or prices, not greater than $44.00 per share nor less than $39.00 per share, at which they are willing to sell their shares to us in the Offer. Alternatively, shareholders desiring to tender shares and seeking to maximize the chance that their shares will be purchased can choose not to specify a price and, instead, specify that they will sell their shares at the purchase price ultimately paid for shares validly tendered. To do so, shareholders should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Tender Offer.” Note that this election is deemed to be a tender of shares at the minimum price of

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$39.00 per share and could result in the tendered shares being purchased at the minimum price of $39.00 per share. A portion of the price range for the Offer is below the closing price of $40.23 per share on July 9, 2007, the last full trading day before we commenced the Offer. Shareholders are urged to obtain current market quotations for the shares before deciding whether, and at what purchase price or purchase prices, to tender their shares. See Section 8 for recent market prices for the shares.

Promptly following the Expiration Time, we will, in our sole discretion, determine the purchase price that we will pay for shares validly tendered and not validly withdrawn, taking into account the number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price (in multiples of $0.25), not greater than $44.00 nor less than $39.00 per share, that will enable us to purchase 250 million shares (or such greater number of shares as we may elect to purchase, subject to applicable law), or such lesser number of shares as are validly tendered, pursuant to the Offer. Shares validly tendered pursuant to the Offer at or below the purchase price and not validly withdrawn will be purchased at the purchase price, upon the terms and subject to the conditions of the Offer, including the “odd lot” priority, proration and conditional tender provisions.

All shares tendered and not purchased under the Offer, including shares not purchased because of a tender price in excess of the purchase price, proration or conditional tender provisions, will be returned to the tendering shareholders or, in the case of shares delivered by book-entry transfer, credited to the account at the book-entry transfer facility from which the transfer had previously been made, at our expense promptly following the Expiration Time. See Section 3.

If the number of shares validly tendered and not validly withdrawn prior to the Expiration Time is less than or equal to 250 million shares, or such greater number of shares as we may elect to purchase, subject to applicable law, we will, upon the terms and subject to the conditions of the Offer, purchase all shares so tendered at the purchase price.

Priority of Purchases.  Upon the terms and subject to the conditions of the Offer, if more than 250 million shares, or such greater number of shares as we may elect to purchase, subject to applicable law, have been validly tendered and not validly withdrawn prior to the Expiration Time, we will purchase validly tendered shares on the basis set forth below:

•  First, upon the terms and subject to the conditions of the Offer, we will purchase all shares tendered by any Odd Lot Holder (as defined below) who:

•  tenders all shares owned beneficially or of record at a price at or below the purchase price we determine (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and

•  completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

•  Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares, as described below.

•  Third, if necessary to permit us to purchase 250 million shares (or such greater number of shares as we may elect to purchase, subject to applicable law), shares conditionally tendered at or below the purchase price (for which the condition was not initially satisfied) and not validly withdrawn, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Offer may not be purchased. In addition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible that none of those shares will be purchased.

Odd Lots.  The term “Odd Lots” means all shares validly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not validly withdrawn by any person who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares he or she owns in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares. By tendering in the Offer, an Odd Lot Holder who holds shares in his or her name and tenders such shares directly to the Depositary would not only avoid the payment of brokerage commissions,

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but also would avoid any applicable odd lot discounts in a sale of the holder’s shares. Any Odd Lot Holder wishing to tender all of his or her shares pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Proration.  If proration of tendered shares is required, we will determine the proration factor as promptly as practicable following the Expiration Time. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6, proration for each shareholder tendering shares, other than Odd Lot Holders, will be based on the ratio of the number of shares validly tendered and not validly withdrawn by the shareholder to the total number of shares validly tendered and not validly withdrawn by all shareholders, other than Odd Lot Holders, at or below the purchase price selected by us. Because of the difficulty in determining the number of shares validly tendered and not validly withdrawn, and because of the odd lot procedure described above and the conditional tender procedure described in Section 6, we expect that we will not be able to announce the final proration factor or commence payment for any shares purchased pursuant to the Offer until at least seven business days after the Expiration Time. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Time. After the Expiration Time, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of shares and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2.   Purpose of the Tender Offer; Certain Effects of the Tender Offer

On June 19, 2007, we announced a strategic plan to enhance shareholder value by entering into an agreement to sell HD Supply, focusing our operations exclusively on our retail business and executing a recapitalization plan under which we will repurchase up to $22.5 billion in shares. This tender offer is one element of the $22.5 billion of expected share repurchases and is expected to be funded primarily with the net proceeds from the sale of HD Supply (or, if the sale of HD Supply has not been completed when we are required to pay for the shares, primarily with Borrowings under our Tender Offer Financing Facility). See Section 9. We may purchase the remainder of the $22.5 billion of shares in the form of open market purchases, accelerated share repurchases and/or tender offers, the details of which would be announced at a later time. We expect to fund any additional share repurchases from our issuance of up to $12.0 billion of debt securities and available cash balances. The time, price and manner of any additional share repurchases, and terms and conditions of any issuances of debt securities, will depend on market, general economic and other conditions that we deem relevant, and we cannot assure you as to when or whether or on what terms these transactions may occur.

We reserve the right to change our plans at any time, as we may deem appropriate.

In considering the Offer, our management and Board of Directors took into account the expected financial impact of the Offer, including our use of the proceeds of the sale of HD Supply or our use of increased indebtedness to fund share purchases. Our Board of Directors believes that the Offer is consistent with our objectives of returning capital to shareholders and increasing long-term shareholder value.

Our Board of Directors has approved our making the Offer. However, neither the Company, our Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent is making any recommendation to you as to whether to tender or refrain from tendering your shares. We have not authorized any person to make any such recommendation. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the purchase price or purchase prices at which you tender shares. You should read carefully the information set forth or incorporated by reference in this Offer to Purchase and in the related Letter of Transmittal, including information regarding the purposes and effects of the Offer. You should discuss whether to tender your shares with your tax advisor, financial advisor and/or broker.

Potential Benefits of the Offer.  We believe that our recapitalization plan will allow us to return significant capital to our shareholders and improve the efficiency of our balance sheet by lowering our cost of capital. Our Board of Directors has determined that, in light of our strategic plan, the Offer is a prudent use of our financial resources, presents an

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appropriate balance between meeting the needs of our business and delivering value to our shareholders and will provide benefits to our shareholders, including the following:

•  The Offer provides our shareholders with an opportunity to obtain liquidity with respect to all or a portion of their shares, without potential disruption to the share price and the usual transaction costs associated with market sales.

•  If we complete the Offer, we will return cash to our shareholders who tender, while shareholders who do not tender will increase their percentage ownership in Home Depot.

•  The sale of HD Supply and the use of the proceeds from the sale in order to fund the Offer, and the completion of the repurchase of shares and issuance of debt securities in the recapitalization, will provide a capital structure that more effectively uses financial leverage and optimizes our cost of capital.

Potential Risks and Disadvantages of the Offer.  The Offer also presents some potential risks and disadvantages to Home Depot and shareholders who choose not to tender their shares, including the following:

•  We expect to fund the purchase of shares in the Offer primarily from the proceeds of the sale of HD Supply; however, the completion of the sale of HD Supply is not a condition to our obligation to complete the Offer. In the event that we do not have the proceeds from the sale of HD Supply available to pay for the shares in the Offer, we expect to effect Borrowings under the Tender Offer Financing Facility as a primary source of funds to purchase shares in the Offer. Accordingly, the Offer is subject to the Financing Condition. During any period following our purchase of shares in the Offer, if the closing of the sale of HD Supply is delayed, we will have increased indebtedness and incurred incremental interest expense. Upon the closing of the sale of HD Supply, we would be required to use the net proceeds of the sale to repay any Borrowings under the Tender Offer Financing Facility.

•  There can be no assurance that we will be able to complete the sale of HD Supply. If we are unable to complete this sale, then we will repay the Borrowings under the Tender Offer Financing Facility through the issuance of debt securities; however, we would reduce future repurchases contemplated by the recapitalization by the amount of the otherwise expected net proceeds from the sale of HD Supply. The Tender Offer Financing Facility matures on November 21, 2007. Our inability to complete the sale of HD Supply would result in our continuing to own such business.

•  We expect to issue up to a total of $12.0 billion of debt in order to fund purchases of shares of common stock in accordance with the recapitalization plan. Any increases in our indebtedness — whether required in order to purchase shares in the Offer or in order to complete the recapitalization plan — will increase our interest expense, could reduce our ability to engage in significant transactions without additional debt or equity financing, and could negatively impact our liquidity during periods of increased capital spending or higher operating expenses.

•  The Offer and additional share repurchases will reduce our “public float,” which is the number of shares owned by non-affiliate shareholders and available for trading in the securities markets, and is likely to reduce the number of our shareholders. These reductions may reduce the volume of trading in our shares and may result in lower stock prices and reduced liquidity in the trading of our shares following completion of the Offer. As of June 27, 2007, we had outstanding approximately 1.975 billion shares. The 250 million shares that we are offering to purchase pursuant to the Offer represent approximately 12.7% of the shares outstanding as of that date. If the Offer is fully subscribed, then we will have approximately 1.725 billion shares outstanding upon completion of the Offer. If we were to purchase up to an additional 2% of our outstanding shares (or approximately 39.5 million shares) pursuant to the Offer, then we will have approximately 1.686 billion shares outstanding upon completion of the Offer. Shareholders may be able to sell non-tendered shares in the future at a higher net price than the purchase price in the Offer. We can provide no assurance, however, as to the price at which a shareholder may be able to sell such shares in the future.

•  The Offer will increase the proportional holdings of significant shareholders who elect not to participate.

•  All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer (including shares they are deemed to beneficially own). As a result, the Offer will increase the proportional holdings of our directors and executive officers. After termination of the Offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions at prices that may be more or less favorable than the purchase price to be paid to our shareholders in the Offer. See Section 12.

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•  We generate interest income on cash balances. If we complete the Offer, our cash balances and, in turn, interest income would be reduced.

Upon completion of the Offer, non-tendering shareholders will realize a proportionate increase in their relative ownership interest in Home Depot. However, there can be no assurance that we will not issue additional shares in the future which could have the effect of decreasing the relative ownership interests of such non-tendering shareholders.

Certain Effects of the Offer.  Assuming that we purchase 250 million shares in the Offer at a purchase price not greater than $44.00 per share nor less than $39.00 per share, the aggregate purchase price will be between $9.75 billion and $11.0 billion. After the Offer is completed, we believe that our anticipated financial condition, cash flow from operations and access to capital will provide us with adequate financial resources.

Based on the published guidelines of the NYSE and the conditions of the Offer, we believe that our purchase of 250 million shares pursuant to the Offer will not result in delisting of the remaining shares on the NYSE. The shares are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares pursuant to the Offer will not result in the shares becoming eligible for termination of registration under the Exchange Act. The Offer is conditioned upon our having determined that the consummation of the Offer will not cause the shares to be delisted from the NYSE or be eligible for deregistration under the Exchange Act. See Section 7.

Shares we acquire pursuant to the Offer will be retained as treasury shares by us (unless and until we determine to retire or reissue such shares). Such shares will be held in treasury with the status of authorized and unissued shares and will be available for us to issue without further shareholder action for all purposes except as required by applicable law or the rules of the NYSE. We have no current plans for the issuance of shares purchased in the Offer.

Our shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. We believe that, following the purchase of shares pursuant to the Offer, the shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin regulations.

Except as disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in:

•  any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

•  any purchase, sale or transfer of a material amount of our or our subsidiaries’ assets;

•  any material change in our present dividend rate or policy, or indebtedness or capitalization;

•  any change in our present Board of Directors or management, including, but not limited to, any plans or proposals to change the number or the term of directors, or to change any material term of the employment contract of any executive officer (except that Joe DeAngelo, our Executive Vice President and Chief Operating Officer, is expected to join HD Supply in connection with our sale of HD Supply and cease to serve as an officer of the Company and, further, we anticipate changes to the Board of Directors in connection with the scheduled retirements of certain directors, as previously announced);

•  any other material change in our corporate structure or business;

•  any class of our equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act or ceasing to be authorized for listing on the NYSE;

•  the suspension of our obligation to file reports under Section 15(d) of the Exchange Act;

•  the acquisition by any person of additional securities of Home Depot, or the disposition by any person of securities of Home Depot; or

•  any changes in our Amended and Restated Certificate of Incorporation and By-Laws, each as amended to date, or other governing instruments or other actions that could impede the acquisition of control of Home Depot.

Although we do not currently have any plans, other than as described in this Offer to Purchase, that relate to or would result in any of the events discussed above, we continue to evaluate opportunities for increasing shareholder value and we may undertake or plan actions that relate to or could result in one or more of these events.

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3.   Procedures for Tendering Shares

Valid Tender.  For a shareholder to make a valid tender of shares under the Offer (i) the Depositary must receive, at one of its addresses set forth on the back cover of this Offer to Purchase, and prior to the Expiration Time:

•  a Letter of Transmittal, validly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an “agent’s message” (see “— Book-Entry Transfer” below) and any other required documents; and

•  either certificates representing the tendered shares or the amount of DRS Shares you wish to tender or, in the case of tendered shares delivered in accordance with the procedures for book-entry transfer we describe below, a book-entry confirmation of that delivery (see “— Book-Entry Transfer” below); or

(ii) the tendering shareholder must, before the Expiration Time, comply with the guaranteed delivery procedures we describe below.

If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to tender shares on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.

The valid tender of shares by you by one of the procedures described in this Section 3 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the Offer.

Each shareholder desiring to tender shares pursuant to the Offer must either (1) check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Tender Offer,” in which case you will be deemed to have tendered your shares at the minimum price of $39.00 per share (YOU SHOULD UNDERSTAND THAT THIS ELECTION COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $39.00 PER SHARE) or (2) check one, and only one, of the boxes corresponding to the price at which shares are being tendered in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined By You.” A tender of shares will be proper only if one, and only one, of these boxes is checked on the Letter of Transmittal.

If tendering shareholders wish to maximize the chance that their shares will be purchased, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Tender Offer.” For purposes of determining the purchase price, those shares that are tendered by shareholders agreeing to accept the purchase price determined under the Offer will be deemed to be tendered at the minimum price of $39.00 per share. A portion of the price range for the Offer is below the closing price of $40.23 per share on July 9, 2007, the last full trading day before we commenced the Offer. Shareholders are urged to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices to tender their shares. See Section 8 for recent market prices for the shares.

If tendering shareholders wish to indicate a specific price (in multiples of $0.25) at which their shares are being tendered, they must check the applicable price box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined By You.” Tendering shareholders should be aware that this election could mean that none of their shares will be purchased if the price selected by the shareholder is higher than the purchase price we eventually select after the Expiration Time.

A shareholder who wishes to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are being tendered. The same shares cannot be tendered (unless previously validly withdrawn in accordance with the terms of the Offer) at more than one price. In case of withdrawal, shareholders who tendered their shares at multiple prices pursuant to multiple Letters of Transmittal must comply with the procedures set forth in Section 4.

We urge shareholders who hold shares through a broker, dealer, commercial bank, trust company or other nominee to consult their nominee to determine whether transaction costs are applicable if they tender shares through their nominee and not directly to the Depositary.

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Odd Lot Holders must tender all of their shares and also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1.

Procedure for stock options.  We are not offering, as part of the Offer, to purchase any outstanding stock options and tenders of stock options will not be accepted. Holders of stock options who wish to participate in the Offer may exercise their stock options and purchase shares, and then tender the shares under the Offer, provided that any exercise of a stock option and tender of shares is in accordance with applicable law and the terms of the applicable plan and option agreements. In no event are any stock options to be delivered to the Depositary in connection with a tender of shares hereunder. An exercise of a stock option cannot be revoked even if all or a portion of the shares received upon the exercise and tendered in the Offer are not purchased in the Offer for any reason.

Procedures for Participants in the DepotDirect Plan.  Holders of shares in the DepotDirect Plan may instruct the Depositary to tender such shares by completing the appropriate section of the Letter of Transmittal. If a shareholder does not complete the section of the Letter of Transmittal instructing the Depositary to tender shares held under the DepotDirect Plan, no shares held in that shareholder’s DepotDirect Plan account will be tendered.

Procedures for Participants in The Home Depot Employee Stock Purchase Plan.  Holders of shares in The Home Depot Employee Stock Purchase Plan (the “ESPP”) may tender such shares by completing the Election Form in accordance with the instructions in the “Letter to Participants in the Employee Stock Purchase Plan” furnished to participants in the ESPP and returning it to the Depositary in accordance with those instructions, three business days prior to the expiration of the Offer. All documents furnished to shareholders generally in connection with the Offer will be made available to participants whose plan accounts are credited with shares. Participants in the ESPP cannot use the Letter of Transmittal to direct the tender of shares held under the ESPP, but must use the Election Form included in the separate “Letter to Participants in the Employee Stock Purchase Plan” sent to them. Participants in the ESPP who also hold shares outside of the plan, however, must (i) complete the Election Form according to the instructions in the “Letter to Participants in the Employee Stock Purchase Plan” for shares held under the ESPP and (ii) use the applicable procedures otherwise described in this Offer to Purchase to tender shares held outside of the ESPP. Although the Offer will remain open to all shareholders until the Expiration Time, if the Depositary does not receive a participant’s instructions three business days prior to the Expiration Time, shares attributable to the participant’s account will not be tendered. Participants are urged to read the “Letter to Participants in the Employee Stock Purchase Plan” and the separate Election Form carefully.

Procedures for Participants in The Home Depot FutureBuilder and The Home Depot FutureBuilder for Puerto Rico Plans.  A participant in The Home Depot FutureBuilder Plan or The Home Depot FutureBuilder for Puerto Rico Plan (together the “FutureBuilder Plans”) may instruct Northern Trust Company, the FutureBuilder Plans’ trustee, to tender some or all of the shares allocated to a participant’s account by completing the Election Form in accordance with the instructions in the “Letter to Participants in the FutureBuilder Plans” furnished to participants in the FutureBuilder Plans and returning it to Northern Trust Company in accordance with those instructions, two business days prior to the expiration of the Offer. All documents furnished to shareholders generally in connection with the Offer will be made available to participants whose plan accounts are credited with shares. Participants in the FutureBuilder Plans cannot use the Letter of Transmittal to direct the tender of shares held under the FutureBuilder Plans, but must use the Election Form included in the separate “Letter to Participants in the FutureBuilder Plans” sent to them. Participants in the FutureBuilder Plans who also hold shares outside of such plans, however, must (i) complete the Election Form according to the instructions in the “Letter to Participants in the FutureBuilder Plans” for shares held under the FutureBuilder Plans and (ii) use the applicable procedures otherwise described in this Offer to Purchase to tender shares held outside of the FutureBuilder Plans. The FutureBuilder Plans are prohibited from selling shares to us for a price that is less than the prevailing market price of our common stock. Accordingly, if a participant elects to tender shares at a price that is lower than the closing price of our common stock on the date the Offer expires, the tender price a participant elects will be deemed to have been increased to the closest tender price that is not less than the closing price of our common stock on the NYSE on the date the Offer expires. This could result in a participant’s shares not being purchased in the Offer. If the closing price of our common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the shares will be tendered and a participant’s tender will be deemed to have been withdrawn. Although the Offer will remain open to all shareholders until the Expiration Time, if Northern Trust Company does not receive a participant’s instructions two business days prior to the Expiration Time, the trustee will not tender

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shares attributable to the participant’s account. Participants are urged to read the “Letter to Participants in the FutureBuilder Plans” and the separate Election Form carefully.

Procedures for Participants in The Home Depot of Canada Inc. Retirement Savings Plan or The Home Depot of Canada Inc. Deferred Profit Sharing Plan. A participant in The Home Depot of Canada Inc. Retirement Savings Plan or The Home Depot of Canada Inc. Deferred Profit Sharing Plan (together the “Canada Plans”), may instruct, via the Depositary, Sun Life Financial Trust, Inc., the Canada Plans’ trustee, to tender some or all of the shares allocated to a participant’s account by completing the Election Form in accordance with the instructions in the “Letter to Participants in the Canada Plans” furnished to participants in the Canada Plans and returning it to the Depositary in accordance with those instructions, three business days prior to the expiration of the Offer. All documents furnished to shareholders generally in connection with the Offer will be made available to participants whose plan accounts are credited with shares. Participants in the Canada Plans cannot use the Letter of Transmittal to direct the tender of shares held under the Canada Plans, but must use the Election Form included in the separate “Letter to Participants in the Canada Plans” sent to them. Participants in the Canada Plans who also hold shares outside of such plans, however, must (i) complete the Election Form according to the instructions in the “Letter to Participants in the Canada Plans” for shares held under the Canada Plans and (ii) use the applicable procedures otherwise described in this Offer to Purchase to tender shares outside of the Canada Plans. Although the Offer will remain open to all shareholders until the Expiration Time, if the Depositary does not receive a participant’s instructions three business days prior to the Expiration Time, the trustee will not tender shares attributable to the participant’s account. Participants are urged to read the “Letter to Participants in the Canada Plans” and the separate direction form carefully.

Book-Entry Transfer.  For purposes of the Offer, the Depositary will establish an account for the shares at The Depository Trust Company (the “book-entry transfer facility”) within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of shares by causing the book-entry transfer facility to transfer those shares into the Depositary’s account in accordance with the book-entry transfer facility’s procedures for that transfer. Although delivery of shares may be effected through book-entry transfer into the Depositary’s account at the book-entry transfer facility, the Letter of Transmittal validly completed and duly executed, with any required signature guarantees, or an agent’s message in the case of a book-entry transfer and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Time, or the tendering shareholder must comply with the guaranteed delivery procedures we describe below.

The confirmation of a book-entry transfer of shares into the Depositary’s account at the book-entry transfer facility is referred to herein as a “book-entry confirmation.” Delivery of documents to the book-entry transfer facility in accordance with the book-entry transfer facility’s procedures will not constitute delivery to the Depositary.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering shares through the book-entry transfer facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

Method of Delivery.  The method of delivery of shares, the Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the sole election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If you plan to make delivery by mail, we recommend that you deliver by registered mail with return receipt requested and obtain proper insurance. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees.  No signature guarantee will be required on a Letter of Transmittal for shares if:

•  the “registered holder(s)” of those shares sign(s) the Letter of Transmittal and has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” in the Letter of Transmittal; or

•  those shares are tendered for the account of an “eligible institution.”

A “registered holder” of tendered shares will include any shareholder registered on the books of the Company’s transfer agent, and an “eligible institution” is a “financial institution,” which term includes most commercial banks,

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savings and loan associations and brokerage houses, that is a participant in any of the following: (i) the Securities Transfer Agents Medallion Program; (ii) the New York Stock Exchange, Inc. Medallion Signature Program; or (iii) the Stock Exchange Medallion Program.

Except as we describe above, all signatures on any Letter of Transmittal for shares tendered thereby must be guaranteed by an eligible institution. If the certificates for shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid.

In all cases, payment for shares tendered and accepted for payment in the Offer will be made only after timely receipt by the Depositary of certificates for the shares (or a timely confirmation of the book-entry transfer of the shares into the Depositary’s account at the book-entry transfer facility as described above), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), or an agent’s message, in the case of a book-entry transfer and any other documents required by the Letter of Transmittal.

Guaranteed Delivery.  If you wish to tender shares under the Offer and your certificates for shares are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Time, your tender may be effected if all the following conditions are met:

•  your tender is made by or through an eligible institution;

•  a validly completed and duly executed Notice of Guaranteed Delivery, in the form we have provided, is received by the Depositary, as provided below, prior to the Expiration Time; and

•  the Depositary receives, at one of its addresses set forth on the back cover of this Offer to Purchase and within the period of three trading days after the date of execution of that Notice of Guaranteed Delivery, either: (i) the certificates representing the shares being tendered, in the proper form for transfer, together with (1) a Letter of Transmittal relating thereto, which has been validly completed and duly executed and includes all signature guarantees required thereon and (2) all other required documents; or (ii) confirmation of book-entry transfer of the shares into the Depositary’s account at the book-entry transfer facility, together with (1) either a Letter of Transmittal relating thereto, which has been validly completed and duly executed and includes all signature guarantees required thereon, or an agent’s message, in the case of book-entry transfer, and (2) all other required documents.

For these purposes, a “trading day” is any day on which the NYSE is open for business.

A Notice of Guaranteed Delivery must be delivered to the Depositary by overnight courier, facsimile transmission or mail before the Expiration Time and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.

Return of Unpurchased Shares.  The Depositary will return certificates for unpurchased shares as promptly as practicable after the expiration or termination of the Offer or the valid withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the Depositary will credit the shares to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility, in each case without expense to the shareholder.

Tendering Shareholders’ Representations and Warranties; Tender Constitutes an Agreement.  It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (a) the shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tendering to us within the period specified in the Offer or (b) other securities immediately convertible into, exercisable for or exchangeable into shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to us within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

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A tender of shares made pursuant to any method of delivery set forth herein will constitute the tendering shareholder’s acceptance of the terms and conditions of the Offer, as well as the tendering shareholder’s representation and warranty to us that (a) such shareholder has a “net long position” in shares or Equivalent Securities at least equal to the shares being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4.

A tender of shares made pursuant to any method of delivery set forth herein will also constitute a representation and warranty to us that the tendering shareholder has full power and authority to tender, sell, assign and transfer the shares tendered, and that, when the same are accepted for purchase by us, we will acquire good title thereto, free and clear of all security interests, liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. Any such tendering shareholder will, on request by the Depositary or us, execute and deliver any additional documents deemed by the Depositary or us to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred by delivery of the Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the tendering shareholder and shall not be affected by, and shall survive, the death or incapacity of such tendering shareholder.

A tender of shares made pursuant to any method of delivery set forth herein will also constitute an acknowledgement by the tendering shareholder that: (1) the Offer is discretionary and may be extended, modified, suspended or terminated by us as provided herein; (2) such shareholder is voluntarily participating in the Offer; (3) the future value of our common stock is unknown and cannot be predicted with certainty; (4) such shareholder has read this Offer to Purchase; (5) such shareholder has consulted his, her or its tax and financial advisors with regard to how the Offer will impact the tendering shareholder’s specific situation; (6) any foreign exchange obligations triggered by such shareholder’s tender of shares or receipt of proceeds are solely his, her or its responsibility; and (7) regardless of any action that we take with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of shares, such shareholder acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, a tender of shares shall authorize us to withhold all applicable Tax Items legally payable by a tendering shareholder. Our acceptance for payment of shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.  All questions as to the number of shares to be accepted, the price to be paid for shares and the validity, form, eligibility (including time of receipt) and acceptance for payment of any shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any conditions of the Offer with respect to all shareholders or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder whether or not we waive similar defects or irregularities in the case of other shareholders. No tender of shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. Neither the Company, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms of and conditions to the Offer, including the Letter of Transmittal and the instructions thereto, will be final and binding on all parties. By tendering shares, you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those decisions.

U.S. Federal Income Tax Backup Withholding; Information Reporting.  Under the U.S. federal income tax backup withholding rules, 28% of the gross proceeds payable to a shareholder in the Offer must be withheld and remitted to the Internal Revenue Service (the “IRS”) unless the shareholder provides such person’s taxpayer identification number (employer identification number or social security number) to the Depositary (or other applicable withholding agent), certifies under penalties of perjury that this number is correct and that the shareholder is exempt from backup withholding or otherwise establishes an exemption. If the Depositary (or other applicable withholding agent) is not provided with the correct taxpayer identification number or another adequate basis for exemption, the shareholder may be subject to certain penalties imposed by the IRS. Therefore, each tendering shareholder that is a U.S. Holder (as defined in Section 15) should complete and sign the Form W-9 included as part of the Letter of Transmittal in order to provide the information and

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certification necessary to avoid the backup withholding, unless the shareholder otherwise establishes to the satisfaction of the Depositary (or other applicable withholding agent) that the shareholder is not subject to backup withholding. If backup withholding results in the overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures.

Certain shareholders (including, among others, all corporations and certain Non-U.S. Holders (as defined in Section 15)) are not subject to these backup withholding rules. In order for a Non-U.S. Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8BEN (or a suitable substitute form), signed under penalties of perjury, attesting to that shareholder’s exempt status. The applicable form can be obtained from the Depositary at the address and telephone number set forth in the back cover page of this Offer to Purchase.

In addition, the Depositary (or other applicable withholding agent) may be required to report to the IRS the payment of the Offer proceeds to non-exempt shareholders.

Shareholders are advised to consult their tax advisors regarding information reporting and possible qualifications for exemption from backup withholding and the procedure for obtaining any applicable exemption.

Withholding for Non-U.S. Holders.  Even if a Non-U.S. Holder has provided the required certification to avoid backup withholding, the Depositary (or other applicable withholding agent) will deduct U.S. federal withholding taxes equal to 30% of the gross payments payable to such Non-U.S. Holder, unless the Depositary (or other applicable withholding agent) determines that a reduced rate of or an exemption from withholding is available under an applicable income tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. To obtain a reduced rate of withholding under a tax treaty, a Non-U.S. Holder must deliver to the Depositary (or other applicable withholding agent) a properly executed IRS Form W-8BEN (or a suitable substitute form) before payment is made. To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary (or other applicable withholding agent) a properly executed IRS Form W-8ECI (or a suitable substitute form) or IRS Form W-8BEN (or a suitable substitute form), as applicable, before payment is made. A Non-U.S. Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI (or a suitable substitute form) generally will be required to file a U.S. federal income tax return and generally will be subject to U.S. federal income tax on income derived from the sale of shares pursuant to the Offer in the manner and to the extent described in Section 15 as if it were a U.S. Holder. Additionally, in the case of a foreign corporation, such income may be subject to a branch profits tax at a rate of 30% (or a lower rate specified in an applicable income tax treaty). The Depositary (or other applicable withholding agent) will determine a shareholder’s status as a Non-U.S. Holder and eligibility for a reduced rate of, or an exemption from, withholding by reference to valid certificates or statements concerning eligibility for a reduced rate of, or an exemption from, withholding (e.g., IRS Form W-8BEN (or a suitable substitute form) or IRS Form W-8ECI (or a suitable substitute form)) received from the Non-U.S. Holder unless facts and circumstances indicate that reliance is not warranted.

A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-U.S. Holder (i) meets either the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” test described in Section 15 that would characterize the exchange as a sale (as opposed to a dividend) with respect to which the Non-U.S. Holder is not subject to U.S. federal income tax or (ii) is otherwise able to establish that no tax or a reduced amount of tax is due.

Non-U.S. Holders are advised to consult their tax advisors regarding the application of U.S. federal income tax withholding and information reporting, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

For a discussion of U.S. federal income tax consequences to tendering shareholders, see Section 15.

Lost Certificates.  If the share certificates which a registered holder wants to surrender have been lost, destroyed or stolen, the shareholder should promptly notify the Depositary’s Call Center at 1-800-942-5909. The Depositary will instruct the shareholder as to the steps that must be taken in order to replace the certificates.

4.   Withdrawal Rights

You may withdraw shares that you have previously tendered under the Offer according to the procedures we describe below at any time prior to the Expiration Time. You may also withdraw your previously tendered shares at any time after

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12:00 midnight, New York City time, on Tuesday, September 4, 2007, unless such shares have already been accepted for payment by us as provided in the Offer. Except as this Section 4 otherwise provides, tenders of shares are irrevocable.

For a withdrawal to be effective, a written notice of withdrawal must:

•  be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; and

•  specify the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares.

If you wish to withdraw tendered shares held in the Savings and Retirement Plans or the ESPP you must withdraw all such tendered shares. If you withdraw shares held in any of such plans, you may retender any such shares you wish to tender in the Offer.

If a shareholder has used more than one Letter of Transmittal or has otherwise tendered shares in more than one group of shares, the shareholder may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those shares, an eligible institution must guarantee the signatures on the notice of withdrawal.

If shares have been delivered in accordance with the procedures for book-entry transfer described in Section 3, any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn shares and otherwise comply with the book-entry transfer facility’s procedures.

Withdrawals of tenders of shares may not be rescinded, and any shares validly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn shares may be retendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3.

We will decide, in our sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such decision will be final and binding on all parties. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of shares by any shareholder, whether or not we waive similar defects or irregularities in the case of any other shareholder. Neither the Company, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

If we extend the Offer, are delayed in our purchase of shares or are unable to purchase shares under the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and such shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4.

5.   Purchase of Shares and Payment of Purchase Price

Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we (a) will determine the purchase price we will pay for shares validly tendered and not validly withdrawn before the Expiration Date, taking into account the number of shares so tendered and the prices specified by tendering shareholders, and (b) will accept for payment and pay for, and thereby purchase, up to 250 million shares (or such additional number of shares as we may elect to purchase, subject to applicable law) validly tendered at prices at or below the purchase price and not validly withdrawn before the Expiration Date.

For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of the Offer, shares that are validly tendered at or below the purchase price, and not validly withdrawn, only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the Offer.

Upon the terms and subject to the conditions of the Offer, we will accept for payment and pay the per share purchase price for all of the shares accepted for payment pursuant to the Offer promptly after the Expiration Time. In all cases,

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payment for shares tendered and accepted for payment pursuant to the Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of:

•  certificates for shares, or a timely book-entry confirmation of the deposit of shares into the Depositary’s account at the book-entry transfer facility;

•  a validly completed and duly executed Letter of Transmittal or, in the case of a book-entry transfer, an agent’s message; and

•  any other required documents.

We will pay for shares purchased by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to tendering shareholders.

In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Time. However, we expect that we will not be able to announce the final results of any proration or commence payment for any shares purchased pursuant to the Offer until at least seven business days after the Expiration Time. Certificates for all shares tendered and not purchased, including shares not purchased due to proration or conditional tender, will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the shares, to the tendering shareholder at our expense as promptly as practicable after the Expiration Time or termination of the Offer.

Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares pursuant to the Offer. See Section 7.

We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted.

6.   Conditional Tender of Shares

Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered pursuant to the Offer prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 15, the number of shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. The conditional tender alternative is made available for shareholders seeking to take steps to have shares sold pursuant to the Offer treated as a sale or exchange of such shares by the shareholder, rather than a distribution to the shareholder, for U.S. federal income tax purposes. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the shareholder’s shares tendered pursuant to a Letter of Transmittal must be purchased if any shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. It is the tendering shareholder’s responsibility to calculate the minimum number of shares that must be purchased from the shareholder in order for the shareholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Shareholders are advised to consult their tax advisors. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result for any shareholder tendering shares.

Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. After the Expiration Time, if more than 250 million shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are validly tendered and not validly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage, after taking into account the priority given to tenders of Odd Lots, based upon all shares validly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to

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reduce the number of shares to be purchased from any shareholder below the minimum number specified by that shareholder, the tender will automatically be regarded as withdrawn and will be returned promptly after the Expiration Time, unless chosen by lot for reinstatement as discussed in the next paragraph.

After giving effect to these withdrawals, we will accept the remaining shares validly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders would otherwise be regarded as withdrawn and would cause the total number of shares to be purchased to fall below 250 million (or such greater number of shares as we may elect to purchase, subject to applicable law) then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been withdrawn to permit us to purchase 250 million shares (or such greater number of shares as we may elect to purchase, subject to applicable law). In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular shareholder as a single lot, and will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

7.   Conditions of the Tender Offer

Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares tendered, subject to the rules under the Exchange Act, if at any time on or after the commencement of the Offer and before the Expiration Time any of the following events has occurred (or has been determined by the Company to have occurred) that, in the Company’s reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any action or omission to act by the Company), makes it inadvisable to proceed with the Offer or with acceptance of the shares for payment:

•  We are unable to effect Borrowings of up to $10.0 billion under the Tender Offer Financing Facility, if we have not received the proceeds from the sale of HD Supply by the Expiration Time.

•  There has been threatened, instituted or pending any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that directly or indirectly:

•  challenges or seeks to challenge, restrain, prohibit or delay the making of the Offer, the acquisition by us of the shares in the Offer, or any other matter relating to the Offer, or seeks to obtain any material damages or otherwise relating to the transactions contemplated by the Offer;

•  seeks to make the purchase of, or payment for, some or all of the shares pursuant to the Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the shares; or

•  otherwise could reasonably be expected to materially adversely affect our business, financial condition, results of operations, or prospects or the value of our shares;

•  There has occurred any change in the general political, market, economic or financial conditions in the United States or abroad that is reasonably likely to materially and adversely affect our business, financial condition, results of operations, or prospects or the value of our shares or otherwise materially impair the contemplated future conduct of our business or adversely affect trading in our shares;

•  There has occurred a general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter markets in the United States or a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

•  There has occurred a commencement or escalation of war, armed hostilities or other international or national calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States or any country in which we conduct operations that are material to our business;

•  There has been a limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect the extension of credit by banks or other lending institutions in the United States;

•  There has been a decrease of more than 10% in the market price for our shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on July 9, 2007, or any significant increase in interest rates;

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•  A tender or exchange offer for any or all of the shares, or any merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or has been publicly disclosed or we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction, other than in the ordinary course of business (in each case other than the Offer or in connection with our planned disposition of HD Supply described in Section 2);

•  We learn that:

•  any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposed to acquire beneficial ownership of more than 5% of our outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before July 9, 2007);

•  any entity, group or person who has filed with the SEC a Schedule 13D or Schedule 13G relating to Home Depot on or before July 9, 2007 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than by virtue of the Offer), beneficial ownership of an additional 1% or more of our outstanding shares;

•  any new group has been formed that beneficially owns more than 5% of our outstanding shares (options for and other rights to acquire shares that are acquired or proposed to be acquired being deemed to be immediately exercisable or convertible for purposes of this clause); or

•  any entity, group or person shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us (other than in connection with our planned disposition of HD Supply described in Section 2);

•  Any approval, permit, authorization, favorable review or consent of any domestic or foreign governmental entity or any third party consents required to be obtained in connection with the Offer shall not have been obtained;

•  There has occurred any change (or event involving a prospective change) that could reasonably be expected to materially adversely affect our business, financial condition, results of operations, or prospects or the value of our shares; or

•  We determine that the consummation of the Offer may either cause the shares to be held of record by less than 300 persons or cause our shares to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act.

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (other than any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time prior to the Expiration Time and from time to time. However, once the Offer has expired, then all of the conditions to the Offer, other than those requiring receipt of necessary governmental approvals, must have been satisfied or waived. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Time. See Section 16. Any determination by us concerning the events described above will be final and binding on all parties.

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8.   Price Range of the Shares; Dividends

The shares are listed for trading on the NYSE under the symbol “HD.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported on the NYSE and the quarterly cash dividends declared per share of common stock during the periods indicated.

					Cash Dividends
	High		Low		Declared
Fiscal Year 2005
First Quarter Ended May 1, 2005	$	42.99	$	34.56	$	0.100
Second Quarter Ended July 31, 2005		43.98		35.54		0.100
Third Quarter Ended October 30, 2005		43.39		37.14		0.100
Fourth Quarter Ended January 29, 2006		43.27		39.65		0.150
Fiscal Year 2006
First Quarter Ended April 30, 2006	$	43.95	$	38.50	$	0.150
Second Quarter Ended July 30, 2006		41.61		32.85		0.150
Third Quarter Ended October 29, 2006		38.24		33.07		0.225
Fourth Quarter Ended January 28, 2007		41.84		35.77		0.225
Fiscal Year 2007
First Quarter Ended April 29, 2007	$	42.01	$	36.35	$	0.225
Second Quarter (through July 9, 2007)		41.19		37.35

On July 9, 2007, the last reported sales price on the NYSE was $40.23 per share. We announced our intention to make the Offer before the open of trading on the NYSE during the morning of July 10, 2007. We urge shareholders to obtain a current market price for the shares before deciding whether, and at what price or prices, to tender their shares.

9.   Source and Amount of Funds

Assuming that we purchase 250 million shares in the Offer at the maximum purchase price of $44.00 per share, the aggregate purchase price for the shares purchased in the Offer would be $11.0 billion. We anticipate that we will fund the purchase of shares in the Offer with $9.5 billion of net proceeds from the sale of HD Supply and with $1.5 billion of available cash. If the sale of HD Supply has not been completed at the time we are required to make payment for the shares purchased in the Offer, then we expect to effect Borrowings of up to $9.5 billion under the Tender Offer Financing Facility (with Borrowings being reduced to the extent the aggregate price for shares purchased in the Offer is less than $11.0 billion). We have obtained a $10.0 billion commitment from Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates for the Tender Offer Financing Facility pursuant to a commitment letter, dated July 9, 2007 (the “Commitment Letter”). The $10.0 billion commitment will provide support for our commercial paper issuances and will also be available for direct loans. This commitment is contingent on the satisfaction of various conditions described below. Under the terms of the Tender Offer Financing Facility, we will be required to use the net proceeds from the sale of HD Supply to repay any Borrowings under the Tender Offer Financing Facility.

Accordingly, the Offer will be subject to the Financing Condition, but the Offer is not subject to our completion of the sale of HD Supply. The Financing Condition is one of the conditions to the Offer described in Section 7. We do not currently have any alternative financing arrangements or plans that would fund the purchase of shares in the Offer in the event the proceeds from the sale of HD Supply and Borrowings do not provide the necessary funds.

Commitment Letter.  The following summary of the material terms of the Commitment Letter is qualified in its entirety by the terms of the actual Commitment Letter, which is filed as an exhibit to our Issuer Tender Offer Statement on Schedule TO and which is incorporated herein by reference. The following summary may not contain all of the information about the financing that is important to you. We encourage you to read the Commitment Letter carefully and in its entirety.

Tender Offer Financing Facility.  Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates have committed, subject to the terms and conditions set forth in the Commitment Letter, to provide the Tender Offer Financing Facility. The Tender Offer Financing Facility will establish a $10.0 billion revolving credit arrangement under which we may borrow funds to finance the purchase of shares pursuant to the Offer, to support commercial paper that we issue in connection with such purchase, and to pay related fees and expenses.

Amounts borrowed under the Tender Offer Financing Facility will bear interest, at our option, (i) at a fluctuating rate equal to the base rate (which is defined as the higher of the prime lending rate of JPMorgan Chase Bank, N.A., or the

17

sum of the federal funds effective rate plus 50 basis points (0.50%)) in effect from time to time, or (ii) at a rate established for each borrowing for interest periods of one, two or three months, as we may select, based on the London interbank offered rate (LIBOR) for U.S. dollar deposits having comparable maturities (adjusted for certain reserve charges, if applicable) plus an additional margin ranging from 101/2 basis points (0.105%) to 28 basis points (0.28%) depending on our satisfying stated financial ratios. Interest on borrowings bearing interest at the base rate is payable quarterly in arrears, and interest on borrowings bearing interest based on LIBOR is payable at the end of each applicable interest period. In addition to paying interest on amounts borrowed under the Tender Offer Financing Facility, we will be required to pay customary facility and funding fees.

The Tender Offer Financing Facility will be available for Borrowings until its maturity on November 21, 2007. However, the total amount of the commitments for the Tender Offer Financing Facility will be reduced at the time of the purchase of the shares pursuant to the Offer by an amount equal to any portion of the aggregate $10.0 billion commitment that is not used for financing the purchase of shares pursuant to the Offer. We expect to repay outstanding Borrowings under the Tender Offer Financing Facility (if any) with the net proceeds from the sale of HD Supply. The terms of the Tender Offer Financing Facility require such repayment, as well as other mandatory prepayments with 100% of the net cash proceeds received after the closing date for the Tender Offer Financing Facility from asset sales made outside our ordinary course of business and from any issuances by us of debt or equity securities, in each case subject to certain exceptions. If the sale of HD Supply has not been consummated by November 21, 2007, we expect to refinance the Tender Offer Financing Facility through the issuance of additional debt securities.

We may also make voluntary prepayments on borrowings under the Tender Offer Financing Facility without premium or penalty (other than customary breakage costs with respect to LIBOR borrowings), and voluntarily reduce the total amount of commitments, in each case subject to certain minimum amounts and prior notice.

The availability of $10.0 billion under the Tender Offer Financing Facility will be subject to conditions precedent, including:

•  execution and delivery of a definitive credit agreement among Lehman Commercial Paper, Inc., Merrill Lynch Capital Corporation, certain of their affiliates and other lenders then parties to the Tender Offer Financing Facility and us;

•  the absence of any default under the terms of the credit agreement;

•  consummation of the purchase of shares pursuant to the Offer without any change that is materially adverse to our interests or the interests of the lenders under the Tender Offer Financing Facility;

•  our payment of all fees then due and compliance with the other requirements of the Commitment Letter;

•  Home Depot’s corporate credit ratings shall be BBB+ (with a stable outlook) or better by S&P and Baa1 (with a stable outlook) or better by Moody’s, and in each case neither ratings organization shall have announced that it has such rating under surveillance or review, with possible negative implications, for a reduction to a rating below BBB+ or Baa1, as the case may be;

•  our having obtained all necessary governmental, regulatory and third party approvals for the purchase of the shares pursuant to the Offer and related financing, and the absence of any legal or regulatory action or proceeding pending or threatened that seeks to restrain, prevent or materially impair the purchase or financing;

•  except as otherwise disclosed in public filings, the absence of any material adverse change (or circumstances that are reasonably expected to cause a material adverse change) since January 28, 2007, in our financial condition, operations, business or properties;

•  the absence of any material disruption or material adverse change in the financial, banking (including the bank loan syndication market) or capital markets that may materially impair the syndication of the Tender Offer Financing Facility or the sale or placement of investment grade, senior unsecured corporate debt securities; and

•  our having used commercially reasonable efforts to place commercial paper in the market up to the amount committed under the Tender Offer Financing Facility.

In addition, each Borrowing under the Tender Offer Financing Facility will be subject to satisfaction of the following conditions on each borrowing date: (i) the accuracy of all representations and warranties made by us in the credit agreement and related documents for the Tender Offer Financing Facility (other than representations and warranties relating to pending or threatened litigation or material adverse changes), and (ii) the absence of any default or event of default under the terms of the credit agreement.

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The credit agreement for the Tender Offer Financing Facility will contain representations and warranties, affirmative and negative covenants, and events of default customary for financings of this type and substantially consistent with those included in the credit agreement for our existing $3.0 billion revolving credit facility from a syndicate of banks and other financial institutions and lenders. Among other restrictions, the covenants will impose limitations on our ability to grant or permit mortgages, security interests and other liens on our assets, and on our ability to merge into or consolidate with other parties or convey all or substantially all of our assets to other parties, in each case subject to certain exceptions as set forth in the credit agreement. The events of default will include non-payment of amounts due after any applicable grace periods, breach of covenants not remedied within any applicable cure periods, breach of representations and warranties, cross-default to other debt obligations greater than $100 million, commencement of voluntary or involuntary bankruptcy proceedings, unpaid judgments or federal tax liens greater than $100 million, and certain ERISA liabilities that may have a material adverse effect on our financial condition.

Lehman Commercial Paper Inc. and Merrill Lynch Capital Corporation have the right to syndicate the Tender Offer Financing Facility to a group of banks, financial institutions and other lenders before and/or after the closing date for the Tender Offer Financing Facility, in consultation with us. We have agreed to cooperate with these syndication efforts, but the commitments of Lehman Commercial Paper Inc. and Merrill Lynch Capital Corporation to fund the Tender Offer Financing Facility are not subject to completion of syndication by the closing date, if any.

10.   Certain Financial Information

Historical Financial Information.  Home Depot incorporates by reference the financial statements and notes thereto included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended January 28, 2007 and Item 1 of our Quarterly Report on Form 10-Q for the quarter ended April 29, 2007. You should refer to Section 11 for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements.

Summary Historical Consolidated Financial Data.  The following table sets forth summary data from our consolidated balance sheet at April 29, 2007 and our consolidated statement of earnings for the three months ended April 29, 2007, and the fiscal years ended January 28, 2007 and January 29, 2006. Year-end financial data has been derived from, and should be read in conjunction with, our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the fiscal year ended January 28, 2007. Data as of and for the quarter ended April 29, 2007, is derived from, and should be read in conjunction with, our unaudited consolidated financial statements and related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended April 29, 2007. We have prepared the unaudited information on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position at such date and operating results for such periods. Historical results are not necessarily indicative of the results of operations to be expected for the future periods, and interim results may not be indicative of results for the remainder of the year.

	April 29, 2007
	(Unaudited)
	(In millions, except
	per share data)
Balance Sheet Data:
Total assets	$	56,081
Total long-term debt		11,659
Stockholders’ equity		25,673
Book value per share		13.11

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			Fiscal Years Ended
	Three Months Ended		January 28,		January 29,
	April 29, 2007		2007		2006
	(Unaudited)
	(In millions, except per share data)
Statement of Earnings Data:
Net sales	$	21,585	$	90,837	$	81,511
Gross profit		7,097		29,783		27,320
Operating income		1,835		9,673		9,363
Net earnings		1,046		5,761		5,838
Earnings per share
Basic		0.53		2.80		2.73
Diluted		0.53		2.79		2.72

				Fiscal Years Ended
	Three Months Ended			January 28,			January 29,
	April 29, 2007			2007			2006
	(Unaudited)
	(Shares in millions)
Weighted average common shares outstanding
Basic		1,959			2,054			2,138
Diluted		1,969			2,062			2,147
Other Data:
Ratio of earnings to fixed charges		7.2	x		13.2	x		25.0	x

Unaudited Pro Forma Condensed Consolidated Financial Data.  The unaudited pro forma consolidated financial data set forth below has been derived by the application of pro forma adjustments to our historical financial statements. The unaudited pro forma consolidated financial data gives effect to the events described below as if they had occurred at January 30, 2006 in the case of statement of earnings data and April 29, 2007 in the case of balance sheet data. The unaudited pro forma consolidated financial data as of and for the quarter ended April 29, 2007 and for the fiscal year ended January 28, 2007 give effect to the following:

•  The purchase of 250 million shares pursuant to the Offer at the maximum price of $44.00 per share funded from net proceeds from the sale of HD Supply of $9.5 billion and $1.5 billion of cash and short-term investments.

•  The reclassification to discontinued operations of our HD Supply business based on its probable sale.

See Current Report on Form 8-K filed June 20, 2007 for additional information relating to the Company’s sale of HD Supply.

This information should be read in conjunction with Summary Historical Consolidated Financial Data, above, and our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the fiscal year ended January 28, 2007 and our unaudited consolidated financial statements and the related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended April 29, 2007.

The following unaudited pro forma consolidated financial data is not necessarily indicative of our financial position or results of operations that actually would have been attained had the purchase of shares pursuant to the Offer been completed, or the reclassification of HD Supply to a discontinued operation been made, at the dates indicated, and is not necessarily indicative of our financial position or results of operations that will be achieved in the future.

We have included the following unaudited pro forma consolidated financial data solely for the purpose of providing shareholders with information that may be useful for purposes of considering and evaluating the Offer. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in the Offer to Purchase under “Forward-Looking Statements” and those described in our Annual Report on Form 10-K incorporated by reference in this Offer to Purchase.

The pro forma amounts have been calculated assuming that we purchase 250 million shares in the Offer at the maximum price of $44.00 per share. The pro forma earnings per share and book value per share may change materially if 1) we purchase significantly more or less shares in the Offer or 2) the shares are purchased at a price less than the maximum price of $44.00 per share in the Offer.

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Unaudited Pro Forma Condensed Consolidated Financial Data

(in millions, except per share data)

	April 29, 2007
							HD Supply
	Historical			Tender Offer			Disposition(3)			Pro Forma
ASSETS
Cash and short-term investments	$	2,081		$	(11,015	)(1)	$	9,454		$	520
Receivables, net		3,529						(1,887	)		1,642
Merchandise inventories		14,413						(1,682	)		12,731
Other current assets		1,496						(223	)		1,273
Total current assets		21,519			(11,015	)		5,662			16,166
Property, plant & equipment, at cost		34,958						(868	)		34,090
Less accumulated depreciation		8,069						(212	)		7,857
Net property and equipment		26,889						(656	)		26,233
Notes receivable		335									335
Goodwill		6,357						(5,182	)		1,175
Other assets		981						(676	)		305
Total assets	$	56,081		$	(11,015	)	$	(852	)	$	44,214
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities
Accounts payable	$	9,706		$	—		$	(1,295	)	$	8,411
Accrued salaries & related expenses		1,175						(135	)		1,040
Sales taxes payable		621						(57	)		564
Deferred revenue		1,806									1,806
Income taxes payable		539						(10	)		529
Current installments of long term debt		19						(3	)		16
Other accrued expenses		1,977						(171	)		1,806
Total current liabilities		15,843						(1,671	)		14,172
Long term debt, excluding current installments		11,640						(11	)		11,629
Other long term liabilities		1,765						(67	)		1,698
Deferred income taxes		1,160						(404	)		756
Stockholders’ equity
Common stock		121									121
Paid in capital		8,040									8,040
Retained earnings		33,544						1,307			34,851
Accumulated other comprehensive income		443						(6	)		437
Treasury stock		(16,475	)		(11,015	)(2)					(27,490	)
Total stockholders’ equity		25,673			(11,015	)		1,301			15,959
Total liabilities and stockholders’ equity	$	56,081		$	(11,015	)	$	(852	)	$	44,214
Book value per share(4)	$	13.11								$	9.34

See the accompanying notes to the unaudited pro forma condensed consolidated financial data,
which are an integral part of this data.

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Unaudited Pro Forma Condensed Consolidated Financial Data

(in millions, except per share data)

	Three Months Ended April 29, 2007
				Tender	HD Supply
	Historical			Offer	Disposition(3)			Pro Forma
Net sales	$	21,585			$	(3,040	)	$	18,545
Cost of sales		14,488				(2,206	)		12,282
Gross profit		7,097				(834	)		6,263
Operating expenses:
Selling, general and administrative		4,807				(622	)		4,185
Depreciation and amortization		455				(49	)		406
Total operating expenses		5,262				(671	)		4,591
Operating income		1,835				(163	)		1,672
Interest (Income) Expense:
Interest and investment income		(11	)						(11	)
Interest expense		172				(1	)		171
Interest, net		161				(1	)		160
Income before taxes		1,674				(162	)		1,512
Provision for income taxes		628				(63	)		565
Income from continuing operations	$	1,046			$	(99	)	$	947
Basic earnings per share from continuing operations	$	0.53						$	0.55
Diluted earnings per share from continuing operations	$	0.53						$	0.55
Weighted average common shares(5)		1,959							1,709
Diluted weighted average common shares(5)		1,969							1,719
Ratio of earnings to fixed charges(6)		7.2	x						7.0	x

See the accompanying notes to the unaudited pro forma condensed consolidated financial data,
which are an integral part of this data.

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Unaudited Pro Forma Condensed Consolidated Financial Data
(In millions, except per share data)

	For the Year Ended January 29, 2007
				Tender	HD Supply
	Historical			Offer	Disposition(3)			Pro Forma
Net sales	$	90,837			$	(11,815	)	$	79,022
Cost of sales		61,054				(8,578	)		52,476
Gross profit		29,783				(3,237	)		26,546
Operating expenses:
Selling, general and administrative		18,348				(2,242	)		16,106
Depreciation and amortization		1,762				(188	)		1,574
Total operating expenses		20,110				(2,430	)		17,680
Operating income		9,673				(807	)		8,866
Interest (Income) expense:
Interest and investment income		(27	)						(27	)
Interest expense		392				(1	)		391
Interest, net		365				(1	)		364
Income before taxes		9,308				(806	)		8,502
Provision for income taxes		3,547				(311	)		3,236
Income from continuing operations	$	5,761			$	(495	)	$	5,266
Basic earnings per share from continuing operations	$	2.80						$	2.92
Diluted earnings per share from continuing operations	$	2.79						$	2.91
Weighted average common shares(5)		2,054							1,804
Diluted weighted average common shares(5)		2,062							1,812
Ratio of earnings to fixed charges(6)		13.2	x						13.2	x

See the accompanying notes to the unaudited pro forma condensed consolidated financial data,
which are an integral part of this data.

23

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The foregoing unaudited pro forma condensed consolidated financial data assumes that 250 million shares are purchased at the maximum purchase price of $44.00 per share. The table below summarizes the impact on cash, shareholders’ equity, book value per share, and diluted earnings per share of each 10 million share decrease in the number of shares purchased at the minimum purchase price, midpoint of the price range, and the maximum purchase price.

Impact of Each 10 Million Share Decrease in Number of Shares Purchased

	Purchase Price of Shares
	in the Offer
	$39.00		$41.50		$44.00
Cash and shareholders’ equity as of April 29, 2007 (in millions)	$	390	$	415	$	440
Book value per share as of April 29, 2007	$	0.17	$	0.19	$	0.20
Diluted EPS for the quarter ended April 29, 2007	$	—	$	—	$	—

1. Net adjustments to cash and cash equivalents of $11.015 billion assume the use of $11.0 billion of cash for share repurchases in the Offer plus $15 million in estimated fees associated with the Offer.

2. The decrease in shareholders’ equity assumes $11.0 billion for share repurchases pursuant to the Offer. The number of shares to be repurchased is assumed to be 250 million at the maximum purchase price of $44.00 per share. If we were to purchase an additional 2% of outstanding shares, this would result in an additional decrease in shareholders’ equity and cash of $1.5 billion at the minimum purchase price of $39.00 per share and $1.7 billion at the maximum purchase price of $44.00 per share.

3. The Home Depot has entered into an agreement with Bain Capital Partners, Carlyle Group and Clayton, Dubilier & Rice to sell HD Supply for $10.3 billion. For the pro forma condensed consolidated statement of operations data, HD Supply has been treated as a discontinued operation.

4. Book value per share is calculated by dividing the total shareholders’ equity by the weighted average common shares outstanding.

5. Weighted average common shares and diluted weighted average common shares outstanding were adjusted assuming that we purchase 250 million shares in the Offer at the beginning of the first period presented.

6. For purposes of computing the ratios of earnings to fixed charges, “earnings” consist of earnings before income taxes plus fixed charges, excluding capitalized interest. “Fixed charges” consist of interest incurred on indebtedness including capitalized interest, amortization of debt expenses and the portion of rental expense under operating leases deemed to be the equivalent of interest. The ratios of earnings to fixed charges are calculated as follows:

(earnings before income taxes)+(fixed charges)-(capitalized interest)
(fixed charges)

11.   Certain Information Concerning the Company

The Home Depot, Inc. is a Delaware corporation that was incorporated in 1978. We currently operate our business through two segments — our Retail Segment and our HD Supply Segment. We have entered into an agreement pursuant to which we anticipate selling our HD Supply business. See Sections 2 and 10. Accordingly, following this disposition, our exclusive focus will be on our retail business.

We are the world’s largest home improvement retailer and the second largest retailer in the United States. Our retail business primarily consists of The Home Depot stores, which are full-service, warehouse-style stores averaging approximately 105,000 square feet in size. The stores stock approximately 35,000 to 45,000 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, home improvement contractors, tradespeople and building maintenance professionals. In addition, Home Depot operates EXPO Design Center stores and The Home Depot Landscape Supply stores.

On June 19, 2007, we announced a strategic plan to enhance shareholder value by entering into an agreement to sell HD Supply, focusing our operations exclusively on our retail business and executing a recapitalization plan under which we will repurchase up to $22.5 billion in shares. This Offer is one element of the $22.5 billion of expected share repurchases. Additional share repurchases may be made in the form of open market purchases, accelerated share repurchases and/or additional tender offers, the details of which would be announced at a later time. The Offer is expected

24

to be funded from the sale of HD Supply (approximately $9.5 billion of net proceeds) and available cash balances or, in the event that the sale of HD Supply does not close before we pay for the shares we purchase in the Offer, from Borrowings under the Tender Offer Financing Facility and available cash balances. Any additional share repurchases are expected to be funded from the Company’s issuance of debt securities (up to $12.0 billion) and additional cash balances. See Section 2.

Updated Guidance to Reflect HD Supply as Discontinued Operation.  On July 10, 2007, we issued a press release relating to the Offer and updating our fiscal 2007 sales and earnings per share guidance, to reflect HD Supply as a discontinued operation. We said that we expect our earnings per share to decline by 15-18% for fiscal 2007, with total retail sales down 1-2% and comparable store sales down mid-single digit. We also stated that we would open approximately 108 new stores in fiscal 2007, and that we expect our operating margin to contract by 120-150 basis points due to negative same store sales and our continued investment in our core retail operations. The fiscal 2007 earnings per share targets reflect 52 weeks and do not include the impact of the 53^rd week. We will have 53 weeks of operating results in our fiscal 2007 financial results. We project that the 53^rd week will add approximately three cents to our consolidated earnings per share guidance for fiscal 2007. Additionally, our earnings per share guidance does not include the gain on the sale of HD Supply or any earnings per share accretion arising from the Offer.

Availability of Reports and Other Information.  We are subject to the informational filing requirements of the Exchange Act and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning directors and executive officers, their remuneration, options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. We also have filed an Issuer Tender Offer Statement on Schedule TO with the SEC that includes additional information relating to the Offer.

These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including the Schedule TO and the documents incorporated therein by reference. You may obtain information about the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Incorporation by Reference.  The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. This Offer to Purchase incorporates by reference the documents listed below (other than any portions of the respective filings that were furnished to, rather than filed with, the SEC under applicable SEC rules), including the financial statements and the notes related thereto contained in those documents, that have been previously filed with the SEC. The following documents contain important information about us:

Our SEC Filings	Period Covered or Date of Filing
Annual Report on Form 10-K	Year ended January 28, 2007; filed on March 29, 2007
Quarterly Report on Form 10-Q	Quarter ended April 29, 2007; filed on June 6, 2007
Current Reports on Form 8-K	Filed on February 1, February 6, February 26, March 19, March 27, May 1, May 29, and June 20, 2007.

Additionally, we may, at our discretion, incorporate by reference into this Offer to Purchase documents we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Offer to Purchase by filing an amendment to the Schedule TO for such purpose. Nothing in this Offer to Purchase shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Items 2.02 and 7.01 of Form 8-K.

Any statement contained in any document incorporated by reference into this Offer to Purchase shall be deemed to be modified or superseded to the extent that an inconsistent statement is made in this Offer to Purchase or any subsequently filed document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

You can obtain any of the documents incorporated by reference in this document from us or from the SEC’s website at the address described above. Documents incorporated by reference are available from us without charge, excluding any

25

exhibits. You may request a copy of these filings by writing us at: Corporate Secretary, The Home Depot, 2455 Paces Ferry Road, Atlanta, Georgia 30339. Please be sure to include your complete name and address in your request. You can find additional information by visiting our website at www.homedepot.com. Information on our website does not form a part of the Offer.

12.   Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares

As of June 27, 2007, there were 1,975,115,495 shares of our common stock outstanding. The 250 million shares we are offering to purchase under the Offer represent approximately 12.7% of the total number of outstanding shares as of June 27, 2007.

As of June 27, 2007, our directors and executive officers as a group (24 persons) beneficially owned an aggregate of 56,954,036 shares, representing 2.88% of the total number of outstanding shares. Our directors and executive officers are entitled to participate in the Offer on the same basis as other shareholders; however, all of our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer (including shares they are deemed to beneficially own). After termination of the Offer, our directors and executive officers may, in compliance with applicable law, sell their shares in open market transactions or otherwise, at prices that may be more or less favorable than the purchase price to be paid to our shareholders in the Offer.

The following table sets forth, as of June 27, 2007, the aggregate number and percentage of shares of our common stock that were beneficially owned by our directors and executive officers. Assuming we purchase 250 million shares in the Offer and no director or executive officer tenders any shares in the Offer, our executive officers and directors as a group will own 3.30 percent of our outstanding shares. To our knowledge and based on Schedules 13G and 13D filed with the SEC prior to June 27, 2007, no person beneficially owns more than 5% of our common stock.

The address of each person listed is c/o Corporate Secretary at The Home Depot, Inc., 2455 Paces Ferry Road, N.W., Atlanta, Georgia 30339.

	Prior to the Offer								After the Offer
	Number of								Number of
	Common Shares						Shares Expected		Common Shares
	Beneficially			Percent			to be Tendered		Beneficially		Percent
	Owned(1)			of Class			in the Offer		Owned(1)		of Class
Francis S. Blake		894,450	(2)			*		0		894,450			*
David H. Batchelder		30,951,761	(3)		1.57	%		0		30,951,761		1.80	%
Gregory D. Brenneman		47,457				*		0		47,457			*
John L. Clendenin		52,770				*		0		52,770			*
Claudio X. González		78,707				*		0		78,707			*
Milledge A. Hart, III		3,578,749	(4)			*		0		3,578,749			*
Bonnie G. Hill		36,361				*		0		36,361			*
Laban P. Jackson, Jr.		14,150				*		0		14,150			*
Helen Johnson-Leipold		2,500				*		0		2,500			*
Lawrence R. Johnston		11,750				*		0		11,750			*
Kenneth G. Langone		16,533,055	(5)			*		0		16,533,055			*
Roger W. Adams		113,831				*		0		113,831			*
Timothy M. Crow		167,165				*		0		167,165			*
Joseph J. DeAngelo		734,634				*		0		734,634			*
Robert P. DeRodes		728,111				*		0		728,111			*
Marvin R. Ellison		150,562				*		0		150,562			*
Joseph Izganics		321,250				*		0		321,250			*
Craig A. Menear		217,291				*		0		217,291			*
Bruce A. Merino		592,451				*		0		592,451			*
J. Paul Raines		223,210				*		0		223,210			*
Ricardo Saldivar		225,821				*		0		225,821			*
Carol B. Tomé		964,890				*		0		964,890			*
Jack A. VanWoerkom		0				*		0		0			*
Annette M. Verschuren		313,111				*		0		313,111			*
Directors and executive officers as a group (24 people)		56,954,036			2.88	%				56,954,036		3.30	%

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(1)	These amounts include equivalent shares credited under our FutureBuilder Plan and restricted stock granted under the 1997 Omnibus Plan and 2005 Omnibus Plan. In addition, these amounts reflect shares subject to options exercisable as of August 26, 2007 as follows: Francis S. Blake — 443,250; Gregory D. Brenneman — 26,125; John L. Clendenin — 24,875; Claudio X. González — 22,375; Milledge A. Hart, III — 24,875; Bonnie G. Hill — 32,375; Laban P. Jackson, Jr. — 6,750; Lawrence R. Johnston — 6,750; Kenneth G. Langone — 24,875; Roger W. Adams — 6,250; Timothy M. Crow — 72,725; Joseph J. DeAngelo — 338,000; Robert P. DeRodes — 312,500; Marvin R. Ellison — 39,050; Joseph Izganics — 228,171; Craig A. Menear — 112,762; Bruce A. Merino — 242,163; J. Paul Raines — 76,501; Ricardo Saldivar — 124,662; Carol B. Tomé — 460,468; Annette M. Verschuren — 236,343.
(2)	This amount includes 333 shares held by a family trust.
(3)	David H. Batchelder is a Principal of Relational Investors, LLC (RILLC). RILLC is the record holder of 100 shares and the sole general partner, or the sole managing member of the general partner, of Relational Investors, L.P. (3,885,398), Relational Coast Partners, L.P. (229,147), Relational Fund Partners, L.P. (99,365), RI III, L.P. (141,427), Relational Partners, L.P. (94,888), RH Fund 1, L.P. (3,108,138), RH Fund 2, L.P. (2,014,513), RH Fund 4, L.P. (776,386), RH Fund 6, L.P. (597,642), RH Fund 7, L.P. (279,824), RI VIII, L.P. (3,778,586), RI Investors IX, L.P. (1,511,417), RI X, L.P. (2,842,197), RI XI, L.P. (1,649,432), RI XV, L.P. (538,051), RI XVI, L.P. (376,949). An additional 3,733,801 shares are held in accounts managed by RILLC and an additional 5,294,500 shares are held through co-investment arrangements with certain entities listed above. Mr. Batchelder disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	From time to time, a portion of these shares may secure, together with other assets (depending on the value of the other collateral), borrowings from certain financial institutions. As of June 18, 2007, 1,290,758 shares were subject to this arrangement.
(5)	From time to time, a portion of these shares may secure, together with other assets (depending on the value of the other collateral), borrowings from certain financial institutions. As of June 6, 2007, 900,000 shares were subject to this arrangement. This amount also includes 6,139 shares held by Mr. Langone’s wife for which he disclaims beneficial ownership.

1997 Omnibus Stock Incentive Plan.  The 1997 Omnibus Stock Incentive Plan (the “1997 Plan”) provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, performance shares, performance units and deferred shares. Selected Company associates, officers and directors are eligible to participate in the 1997 Plan. The 1997 Plan is administered by our Leadership Development and Compensation Committee (the “Compensation Committee”). No additional equity awards may be granted under the 1997 Plan after shareholders approved the 2005 Plan on May 26, 2005. The 1997 Plan is still in operation to administer grants made pursuant to the 1997 Plan.

Typically, incentive stock options and non-qualified stock options vest at the rate of 25% per year commencing on the second anniversary of the grant date for executive officers and on the first anniversary date of the grant for non-executive officers and expire on the tenth anniversary date of the grant. Generally, the restrictions on the restricted stock lapse according to one of the following schedules: (1) the restrictions on 100% of the restricted stock lapse at 3, 4 or 5 years, (2) the restrictions on 25% of the restricted stock lapse upon the third and sixth year anniversaries of the date of the issuance with the remaining 50% of the restricted stock lapsing upon the associate’s attainment of age 62, or (3) the restrictions on 25% of the restricted stock lapse upon the third and sixth year anniversaries of the date of the issuance with the remaining 50% of the restricted stock lapsing upon the earlier of the associate’s attainment of age 60 or the tenth anniversary of the grant date. Additionally, certain awards may become non-forfeitable upon the attainment of age 60, provided the associate has had five years of continuous service. Each deferred share granted under the 1997 Plan entitles the associate to one share of common stock to be received up to five years after the vesting date of the deferred share, subject to certain deferral rights of the associate.

2005 Omnibus Stock Incentive Plan.  The 2005 Omnibus Stock Incentive Plan (the “2005 Plan”) provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, performance shares, performance units and deferred shares. Selected Company associates, officers and directors are eligible to participate in the 2005 Plan. The maximum number of shares of our common stock authorized for issuance under the 2005 Plan is 255 million shares, with any award other than a stock option reducing the number of shares available for

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issuance by 2.11 shares. As of January 28, 2007, there were 236,392,113 shares available for future grant under the 2005 Plan.

The 2005 Plan is administered by the Compensation Committee. The Compensation Committee determines the size and type of grant for our executive officers. The independent members of the board of directors determine the size and type of grant for our chief executive officer. The Compensation Committee may delegate authority to determine the size and type of grant for our non-executive officers to a sub-committee or an executive officer. Incentive stock options and non-qualified stock options are granted at or above the fair market value of our shares on the date of grant.

Typically, incentive stock options and non-qualified stock options vest at the rate of 25% per year commencing on the second anniversary of the grant date for executive officers and on the first anniversary date of the grant for non-executive officers and expire on the tenth anniversary date of the grant. Generally, the restrictions on the restricted stock lapse according to one of the following schedules: (1) the restrictions on 100% of the restricted stock lapse at 3, 4 or 5 years, (2) the restrictions on 25% of the restricted stock lapse upon the third and sixth year anniversaries of the date of the issuance with the remaining 50% of the restricted stock lapsing upon the associate’s attainment of age 62, or (3) the restrictions on 25% of the restricted stock lapse upon the third and sixth year anniversaries of the date of the issuance with the remaining 50% of the restricted stock lapsing upon the earlier of the associate’s attainment of age 60 or the tenth anniversary date. Additionally, certain awards may become non-forfeitable upon the attainment of age 60, provided the associate has had five years of continuous service. Each deferred share granted under the 2005 Plan entitles the associate to one share of common stock to be received up to five years after the vesting date of the deferred share, subject to certain deferral rights of the associate.

Employee Stock Purchase Plan.  The Home Depot, Inc. Employee Stock Purchase Plan (the “ESPP”) allows our U.S. associates to purchase up to 129,618,750 shares of common stock and our non-U.S. associates to purchase up to 22,500,000 shares of common stock. The purchase price of shares under the ESPP is equal to 85% of the stock’s fair market value on the last day of the purchase period. As of January 28, 2007, we have 13,730,630 shares available for issuance to U.S. associates and 18,255,192 shares available for issuance to non-U.S. associates under the ESPP. The U.S. portion of the ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code.

The Home Depot FutureBuilder.  The Home Depot FutureBuilder (the “FutureBuilder”) is a 401(k) tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code. The FutureBuilder provides our U.S. associates with a menu of investment options, including The Home Depot Stock Fund (the “Stock Fund”), which invests exclusively in our common stock. The Northern Trust Company is the trustee of FutureBuilder assets. Northern Trust passes through the voting rights of our common stock to the FutureBuilder Plan participants with respect to any portion of their account balance invested in the Stock Fund.

The Home Depot FutureBuilder Restoration Plan.  The Home Depot FutureBuilder Restoration Plan (the “Restoration Plan”) provides additional retirement income to certain of our key executives. The Restoration Plan is an unfunded, non-qualified deferred compensation plan payable in shares of our common stock on employment termination. A participant in the Restoration Plan vests in their Restoration Plan account at the same time that the participant vests in his or her account in FutureBuilder. Participants in the Restoration Plan have only our unfunded, unsecured promise to pay their vested account balance on employment termination. Stock units credited to participants account may not be pledged or otherwise transferred.

The Home Depot FutureBuilder For Puerto Rico.  The Home Depot FutureBuilder For Puerto Rico (the “FutureBuilder — Puerto Rico Plan”) is a retirement plan qualified under Section 965 of the Puerto Rico Internal Revenue Code. The FutureBuilder — Puerto Rico Plan provides a menu of investment options to participants, including the Stock Fund that invests exclusively in shares of our common stock.

The Home Depot of Canada Inc. Deferred Profit Sharing Plan.  The Home Depot of Canada Inc. Deferred Profit Sharing Plan (the “DPSP”) is a registered deferred profit sharing plan pursuant to Section 147 of the Income Tax Act of Canada. The DPSP is supported entirely by company contributions. Associates do not contribute to the DPSP. DPSP assets are held in a group annuity contract with Sun Life Assurance Company of Canada, and the DPSP trustee is Sun Life Financial Trust, Inc. The DPSP provides a menu of investment options to participants, including a segregated fund that invests exclusively in shares of our common stock. Sun Life Financial Trust, Inc. passes through the voting rights of our common stock to DPSP participants.

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Home Depot of Canada Inc. Retirement Savings Plan.  The Home Depot of Canada Inc. Retirement Savings Plan (the “RRSP”) is a registered retirement savings plan for Home Depot of Canada Inc. associates. The RRSP permits eligible associates to make plan contributions up to the limits for tax-sheltered retirement savings established for such plans by the Canada Revenue Agency. The Company does not contribute to the RRSP. Plan assets are held in a group annuity contract with Sun Life Assurance Company of Canada, and the RRSP trustee is Sun Life Financial Trust, Inc. The RRSP provides a menu of investment options to participants, including a segregate fund that invests exclusively shares of The Home Depot, Inc. common stock. Sun Life Financial Trust, Inc. passes through the voting rights on our common stock to RRSP participants.

Non-Employee Directors’ Deferred Stock Compensation Plan.  The Home Depot, Inc. NonEmployee Directors’ Deferred Stock Compensation Plan (the “Non-Employee Directors’ Plan) is a non-qualified deferred compensation plan that provides a vehicle for the non-employee members of our Board of Directors to defer their cash meeting fees and retainers in exchange for stock rights representing shares of our common stock. Account balances are payable to directors solely in shares of our common stock upon termination of board services. Deferrals are fully vested at all times.

DepotDirect.  DepotDirect is our dividend reinvestment plan. DepotDirect provides shareholders with the opportunity to invest cash dividends and voluntary cash distributions in additional shares of our common stock. Shareholders have the choice of participating in the reinvestment feature of DepotDirect or receiving cash payments for dividends. Persons who are not presently shareholders may make an initial cash investment of at least $500 in us and become a participant in DepotDirect.

Change In Control Arrangements.  We do not maintain change-in-control agreements for our executives or other associates. However, equity awards made to salaried associates, including our named executive officers, generally provide for accelerated vesting of the equity award upon a change in control of the Company.

Recent Securities Transactions

Based on our records and on information provided to us by our directors, executive officers, affiliates and subsidiaries, neither we nor any of our directors, executive officers, affiliates or subsidiaries have effected any transactions involving shares of our common stock during the 60 days prior to July 10, 2007, except as follows:

•  On May 14, 2007 (when the stock price was $39.01), pursuant to the Non-Employee Directors’ Plan, we made grants of 38 deferred stock units as payment of meeting fees for a Board of Directors committee meeting to each of Mr. Jackson, Mr. González, Mr. Clendenin and Mr. Brenneman.

•  On May 18, 2007 (when the stock price was $38.88), pursuant to the Non-Employee Directors’ Plan, we made grants of 39 deferred stock units as payment of meeting fees for a Board of Directors committee meeting to both Ms. Johnson-Leipold and Mr. Jackson.

•  On May 23, 2007 (when the stock price was $38.78), pursuant to the Non-Employee Directors’ Plan, we made grants of deferred stock units as payment of meeting fees for a Board of Directors meeting (and a Board of Directors committee meeting for Mr. Jackson and Ms. Johnson-Leipold), as follows: Mr. Jackson (90), Ms. Johnson-Leipold (90), Mr. Brenneman (52), Mr. Clendenin (52), Mr. González (52), Mr. Johnston (52), Mr. Mozilo (52) and Mr. Ridge (52).

•  On May 24, 2007 (when the stock price was $38.95), (a) pursuant to the 2005 Plan, we made grants of 5,905 deferred shares to each of Mr. Batchelder, Mr. Brenneman, Mr. Clendenin, Mr. González, Mr. Hart, Ms. Hill, Mr. Jackson, Ms. Johnson-Leipold, Mr. Johnston and Mr. Langone, in payment of a portion of directors’ annual retainers; (b) pursuant to the Non-Employee Directors’ Plan, we made grants of deferred stock units as payment of meeting fees for various Board of Directors committee meetings, as follows: Mr. Brenneman (1,374), Mr. Clendenin (1,797), Mr. González (1,413), Mr. Hart (1,540), Ms. Hill (642), Mr. Jackson (1,669), Ms. Johnson-Leipold (1,374), Mr. Johnston (1,374), Mr. Mozilo (51) and Mr. Ridge (51); (c) pursuant to the 2005 Plan, we made grants of restricted stock, as follows: Mr. Izganics (3,209), Mr. Menear (3,209) and Mr. Raines (3,209); (d) pursuant to the 2005 Plan, we made grants of employee stock options, as follows: Mr. Izganics (11,781), Mr. Menear (11,781) and Mr. Raines (11,781); and (e) pursuant to the 2005 Plan, we made a grant of 7,702 restricted shares to Mr. Snyder.

•  On May 25, 2007 (when the stock price was $38.38), pursuant to the Non-Employee Directors’ Plan, we made a grant of 300 deferred stock units as payment of a committee chair retainer for a Board of Directors committee to Mr. Johnston.

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•  On May 27, 2007 (when the stock price was $38.38), Mr. DeAngelo delivered to us 14,150 shares of common stock in payment of tax withholding liability.

•  On May 29, 2007 (when the stock price was $38.65), Mr. Crow delivered to us 3,245 shares of common stock in payment of tax withholding liability.

•  On June 4, 2007 (when the stock price was $39.80), pursuant to the Non-Employee Directors’ Plan, we made grants of 38 deferred stock units as payment of meeting fees for a Board of Directors committee meeting to Ms. Johnson-Leipold and Mr. Jackson.

•  On June 13, 2007 (when the stock price was $37.70), Ms. Tomé made a gift of 100 shares of our common stock, and Mr. Saldivar purchased 2,000 shares of our common stock.

•  On June 18, 2007 (when the stock price was $37.96), pursuant to the Non-Employee Directors’ Plan, we made grants of deferred stock units as payment of meeting fees for a Board of Directors meeting (and a Board of Directors committee meeting for Mr. González and Mr. Clendenin), as follows: Mr. González (92), Mr. Clendenin (92), Mr. Johnston (53), Ms. Johnson-Leipold (53), Mr. Hart (53), Mr. Jackson (53) and Mr. Brenneman (53).

•  On June 30, 2007 (when the stock price was $39.35, the closing price of the previous trading day), pursuant to the ESPP, the following share purchases were made: Mr. Crow (223), Mr. DeRodes (623), Mr. Izganics (623), Mr. Saldivar (315), Ms. Tomé (623) and Ms. Verschuren (846).

•  On July 6, 2007 (when the stock price was $40.30), pursuant to the Non-Employee Directors’ Plan, we made grants of deferred stock units as payment of meeting fees for a Board of Directors meeting (and a Board of Directors committee meeting for Mr. González and Mr. Clendenin), as follows: Mr. Brenneman (50), Mr. Clendenin (87), Mr. González (87), Mr. Hart (50), Mr. Jackson (50) and Ms. Johnson-Leipold (50).

13.   Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act

The purchase of shares under the Offer will reduce the number of shares that might otherwise be traded publicly and is likely to reduce the number of shareholders. As a result, trading of a relatively smaller volume of shares after consummation of the Offer may have a greater impact on trading prices than would be the case prior to consummation of the Offer.

We believe that there will be a sufficient number of shares outstanding and publicly traded following completion of the Offer to ensure a continued trading market for the shares. Based upon published guidelines of the NYSE, we do not believe that our purchase of shares under the Offer will cause the remaining outstanding shares to be delisted from the NYSE. The Offer is conditioned upon our determination that the consummation of the Offer and the purchase of shares will not cause the shares to be delisted from the NYSE. See Section 7.

Our shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such shares as collateral. We believe that, following the purchase of shares under the Offer, the shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin rules and regulations.

Our shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares under the Offer pursuant to the terms of the Offer will not result in the shares becoming eligible for deregistration under the Exchange Act.

14.  Legal Matters; Regulatory Approvals

Except as otherwise discussed herein, we are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acquisition of shares as contemplated by the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition or ownership of shares by us as contemplated by the Offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered under the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that

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the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition. Our obligation under the Offer to accept for payment and pay for shares is subject to conditions. See Section 7.

15.  Material U.S. Federal Income Tax Consequences

The following summary describes the material U.S. federal income tax consequences as of the date hereof to U.S. Holders and Non-U.S. Holders (each as defined below) of an exchange of shares for cash pursuant to the Offer. The summary is based on the Internal Revenue Code (the “Code”), Treasury Regulations, judicial decisions, published positions of the IRS, and other applicable authorities, all as in effect as of the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). The discussion does not address all of the tax consequences that may be relevant to a particular shareholder or to shareholders subject to special treatment under U.S. federal income tax laws (such as financial institutions, broker-dealers, insurance companies, cooperatives, expatriates, tax-exempt organizations, pension plans, regulated investment companies or real estate investment trusts, traders in securities who elect to apply a mark-to-market method of accounting, U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar, persons that acquired their shares through the exercise of an employee stock option or otherwise as compensation, or partnerships or other pass-through entities) or to persons who hold shares as part of a straddle, hedge, conversion, synthetic security, or constructive sale transaction for U.S. federal income tax purposes, all of whom may be subject to tax rules that differ from those summarized below. In particular, this discussion does not address any tax consequences arising from the sale of shares acquired pursuant to the ESPP, the Savings and Retirement Plans or other employee benefit plans. In addition, this discussion does not address the consequences of the alternative minimum tax, or any state, local or foreign tax consequences or any tax consequences (e.g., estate or gift tax) other than U.S. federal income tax consequences. This summary assumes that shareholders hold shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). No IRS ruling has been or will be sought regarding any matter discussed herein.

As used herein, the term “U.S. Holder” means a beneficial owner of shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation or other entity treated as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (y) it has a valid election in effect to be treated as a U.S. person. As used herein, the term “Non-U.S. Holder” means a beneficial owner of shares that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes). If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partnership holding shares and each partner in such partnership should consult its own tax advisor about the U.S. federal income tax consequences of a sale of shares for cash pursuant to the Offer.

Each shareholder is advised to consult its own tax advisor as to the particular U.S. federal income tax consequences to such shareholder of tendering shares pursuant to the Offer and the applicability and effect of any state, local or foreign tax laws and other tax consequences with respect to the Offer.

U.S. Federal Income Tax Treatment of U.S. Holders

Characterization of Sale of Shares Pursuant to the Offer.  The sale of shares by a shareholder for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes (and likely will be a taxable transaction for state and other income tax purposes). The U.S. federal income tax consequences to a U.S. Holder may vary depending upon the U.S. Holder’s particular facts and circumstances. Under Section 302 of the Code, the sale of shares by a shareholder for cash pursuant to the Offer will be treated as a “sale or exchange” of shares for U.S. federal income tax purposes, rather than as a distribution with respect to the shares held by the tendering U.S. Holder, if the sale (i) results in a “complete termination” of the U.S. Holder’s equity interest in us under Section 302(b)(3) of the Code, (ii) is a “substantially disproportionate” redemption with respect to the U.S. Holder under Section 302(b)(2) of the Code, or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder under Section 302(b)(1) of the Code, each as described below (the “Section 302 Tests”).

The receipt of cash by a U.S. Holder will be a “complete termination” of the U.S. Holder’s equity interest in us if either (i) the U.S. Holder owns none of our shares either actually or constructively immediately after the shares are sold

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pursuant to the Offer, or (ii) the U.S. Holder actually owns none of our shares immediately after the sale of shares pursuant to the Offer and, with respect to shares constructively owned by the U.S. Holder immediately after the Offer, the U.S. Holder is eligible to waive, and effectively waives, constructive ownership of all such shares under procedures described in Section 302(c) of the Code. U.S. Holders wishing to satisfy the “complete termination” test through waiver of attribution are particularly advised to consult their own tax advisors regarding the requirements, mechanics and desirability of such a waiver.

The receipt of cash by a U.S. Holder will be “substantially disproportionate” if the percentage of our outstanding shares actually and constructively owned by the U.S. Holder immediately following the sale of shares pursuant to the Offer is less than 80% of the percentage of our outstanding shares actually and constructively owned by the U.S. Holder immediately before the sale of shares pursuant to the Offer.

Even if the receipt of cash by a U.S. Holder fails to satisfy the “complete termination” test and the “substantially disproportionate” test, a U.S. Holder may nevertheless satisfy the “not essentially equivalent to a dividend” test if the U.S. Holder’s surrender of shares pursuant to the Offer results in a “meaningful reduction” in the U.S. Holder’s equity interest in us. Whether the receipt of cash by a U.S. Holder will be “not essentially equivalent to a dividend” will depend upon the U.S. Holder’s particular facts and circumstances. The IRS has indicated in published guidance that even a small reduction in the proportionate interest of a small minority shareholder in a publicly and widely held corporation who exercises no control over corporate affairs may constitute a “meaningful reduction.”

Special “constructive ownership” rules will apply in determining whether any of the Section 302 Tests has been satisfied. A U.S. Holder must take into account not only the shares that are actually owned by the U.S. Holder, but also shares that are constructively owned by the U.S. Holder within the meaning of Section 318 of the Code. Very generally, a U.S. Holder may constructively own shares actually owned, and in some cases constructively owned, by certain members of the U.S. Holder’s family and certain entities (such as corporations, partnerships, trusts and estates) in which the U.S. Holder actually or constructively has an equity interest, as well as shares the U.S. Holder has an option to purchase.

Contemporaneous dispositions or acquisitions of shares by a U.S. Holder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether the Section 302 Tests have been satisfied. Each U.S. Holder should be aware that, because proration may occur in the Offer, even if all the shares actually and constructively owned by a U.S. Holder are tendered pursuant to the Offer, fewer than all of these shares may be purchased by us. Thus, proration may affect whether the surrender of shares by a U.S. Holder pursuant to the Offer will meet any of the Section 302 Tests. See Section 6 for information regarding an option to make a conditional tender of a minimum number of shares. U.S. Holders are advised to consult their own tax advisors regarding whether to make a conditional tender of a minimum number of shares, and the appropriate calculation thereof.

U.S. Holders are advised to consult their own tax advisors regarding the application of the three Section 302 Tests to their particular circumstances, including the effect of the constructive ownership rules on their sale of shares pursuant to the Offer.

Sale or Exchange Treatment.  If any of the above three Section 302 Tests is satisfied, and the sale of the shares is therefore treated as a “sale or exchange” for U.S. federal income tax purposes, the tendering U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received by the U.S. Holder and such holder’s tax basis in the shares sold pursuant to the Offer. Generally, a U.S. Holder’s tax basis in the shares will be equal to the cost of the shares to the U.S. Holder. Any gain or loss will be capital gain or loss, and generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares that were sold exceeds one year as of the date of the purchase by us pursuant to the Offer. Certain individual and other non-corporate U.S. Holders are eligible for reduced rates of U.S. federal income tax in respect of long-term capital gain (maximum rate of 15%). A U.S. Holder’s ability to deduct capital losses may be limited. A U.S. Holder must calculate gain or loss separately for each block of shares (generally, shares acquired at the same cost in a single transaction) we purchase from the U.S. Holder under the Offer.

Distribution Treatment.  If none of the Section 302 Tests is satisfied, the tendering U.S. Holder will be treated as having received a distribution by us with respect to the U.S. Holder’s shares in an amount equal to the cash received by such holder pursuant to the Offer. The distribution would be treated as a dividend to the extent that we have current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such a dividend would be taxed in its entirety as ordinary income without a reduction for the U.S. Holder’s tax basis of the shares exchanged, and the tax basis of such exchanged shares would be added to the tax basis of the U.S. Holder’s remaining shares, if any. The amount of any distribution in excess of our current and accumulated earnings and profits would be treated as a return of capital to

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the U.S. Holder, with a corresponding reduction in such U.S. Holder’s tax basis in its shares until reduced to zero, and then as capital gain from the sale or exchange of the shares. In a recent announcement, the IRS has stated that it is studying whether the basis reduction in such a case should be limited to the basis of the shares redeemed, or whether the basis of both the retained and redeemed shares should be reduced to zero before gain is recognized.

If a sale of shares for cash pursuant to the Offer by a corporate U.S. Holder is treated as a dividend, the corporate U.S. Holder may be (i) eligible for a dividends received deduction (subject to applicable exceptions and limitations) and (ii) subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Corporate U.S. Holders should consult their tax advisors regarding (i) whether a dividends received deduction will be available to them, and (ii) the application of Section 1059 of the Code to the ownership and disposition of their shares. Provided that minimum holding period requirements are met, and subject to certain limitations for hedged positions, dividend income with respect to non-corporate U.S. Holders (including individuals) generally will be eligible for U.S. federal income taxation at a maximum rate of 15%.

U.S. Federal Income Tax Treatment of Non-U.S. Holders

Withholding.  See Section 3 with respect to the application of U.S. federal income tax withholding to payments made to Non-U.S. Holders pursuant to the Offer.

Sale or Exchange Treatment.  Gain realized by a Non-U.S. Holder on a sale of shares for cash pursuant to the Offer generally will not be subject to U.S. federal income tax if the sale is treated as a “sale or exchange” pursuant to the Section 302 Tests described above under “U.S. Federal Income Tax Treatment of U.S. Holders” unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States (and, if an income tax treaty applies, the gain is attributable to the U.S. permanent establishment maintained by such Non-U.S. Holder), (ii) in the case of gain realized by a Non-U.S. Holder who is an individual, such Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met or (iii) the shares constitute a U.S. real property interest and the Non-U.S. Holder held, actually or constructively, at any time during the five-year period preceding the disposition of shares pursuant to the Offer, more than 5% of our shares. Our shares will constitute a U.S. real property interest with respect to a Non-U.S. Holder if we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the period during which the Non-U.S. Holder held shares or (ii) the five-year period ending on the date the Non-U.S. Holder sells shares pursuant to the Offer. A United States real property holding corporation is any domestic corporation if the fair market value of its U.S. real property interests equals or exceeds 50% of the fair market value of its worldwide real property interests plus any of its other assets which are used or held for use in a trade or business. We have made no determination whether we are or have been a United States real property holding corporation during the last five years.

In addition, a Non-U.S. Holder that is a foreign corporation may be subject to a branch profits tax at a 30% rate, or lower rate specified in an applicable income tax treaty, on gain from the sale of shares pursuant to the Offer that is effectively connected with the conduct of a trade or business within the United States.

Distribution Treatment.  If the Non-U.S. Holder does not satisfy any of the Section 302 Tests explained above, the full amount received by the Non-U.S. Holder with respect to the sale of shares to us pursuant to the Offer will be treated as a distribution to the Non-U.S. Holder with respect to the Non-U.S. Holder’s shares. The treatment for U.S. federal income tax purposes of such distribution as a dividend, tax-free return of capital, or gain from the sale of shares will be determined in the manner described above under “U.S. Federal Income Tax Treatment of U.S. Holders.” Except as described in the following paragraphs, to the extent that amounts received by a Non-U.S. Holder are treated as dividends, such dividends will be subject to U.S. federal withholding tax at a rate of 30%, or a lower rate specified in an applicable income tax treaty. Non-U.S. Holders should consult their tax advisors regarding their entitlement to, and the procedure for obtaining, benefits under an applicable income tax treaty.

Amounts treated as dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States are not subject to U.S. federal withholding tax but instead, unless an applicable tax treaty provides otherwise, generally are subject to U.S. federal income tax in the manner applicable to U.S. Holders, as described above. To claim exemption from U.S. federal withholding tax with respect to the purchase price of shares treated as dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States, the Non-U.S. Holder must comply with applicable certification and disclosure requirements by providing a properly executed IRS Form W-8ECI (or a suitable substitute form) or W-8BEN (or a suitable substitute form), as applicable, certifying, under penalties of perjury, that the Non-U.S. Holder is a non-U.S. person and the

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dividends are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States and includible in that holder’s gross income or exempt under an applicable income tax treaty. In addition, a Non-U.S. Holder that is a foreign corporation may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty, on dividends effectively connected with the conduct of a trade or business within the United States, subject to certain adjustments.

The Depositary (or other applicable withholding agent) will withhold at a 30% rate on the gross proceeds of the Offer paid to a Non-U.S. Holder, unless the Non-U.S. Holder provides the Depositary (or other applicable withholding agent) with (i) an IRS Form W-8 ECI (or suitable substitute form), claiming that the Offer proceeds are effectively connected with a U.S. trade or business carried on by the Non-U.S. Holder or (ii) an IRS Form W-8BEN (or a suitable substitute form) establishing that a reduced rate of or exemption from withholding is available under an applicable income tax treaty. See Section 3.

A Non-U.S. Holder may be eligible to obtain a refund or credit of all or a portion of any U.S. federal tax withheld if the Non-U.S. Holder meets any of the three Section 302 Tests described above under “U.S. Federal Income Tax Treatment of U.S. Holders” with respect to the sale of shares pursuant to the Offer, or is able to establish that no tax or a reduced amount of tax is due, in either case, provided that an appropriate claim is timely filed with the IRS.

Non-U.S. Holders are advised to consult their own tax advisors regarding the application of U.S. federal withholding tax to the sale of shares pursuant to the Offer, including the eligibility for withholding tax reductions or exemptions and refund procedures.

Tax Considerations for Holders of Common Stock that Do Not Tender any Shares in the Offering

The Offer will have no U.S. federal income tax consequences to our shareholders that do not tender any shares in the Offer.

Backup Withholding

See Section 3 with respect to the application of U.S. federal backup withholding.

16.   Extension of the Tender Offer; Termination; Amendment

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. We also expressly reserve the right, in our sole discretion, to terminate the Offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 hereof by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law (including Rule 13e-4 under the Exchange Act), we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of shares or by decreasing or increasing the number of shares being sought in the Offer. Amendments to the Offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Time. Any public announcement made under the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law (including Rule 13e-4 under the Exchange Act), we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through PRNewswire or another comparable service.

If we materially change the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1)

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promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information; however, in no event will the Offer remain open for fewer than five business days following such a material change in the terms of, or information concerning, the Offer. If (1) we (a) change the price range to be paid for the shares, (b) decrease the number of shares being sought in the Offer or (c) increase the number of shares being sought in the Offer by more than 2% of the outstanding shares and (2) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 16, the Offer will be extended until the expiration of such period of ten business days.

17.   Fees and Expenses

We have retained Lehman Brothers Inc. to act as the Lead Dealer Manager and financial advisor and Merrill Lynch & Co. to act as the Co-Dealer Manager and financial advisor in connection with the Offer. In such roles, the Lead Dealer Manager and Co-Dealer Manager may contact brokers, dealers and similar entities and may provide information regarding the Offer to those that they contact or persons that contact them. The Lead Dealer Manager and Co-Dealer Manager will receive reasonable and customary compensation. We also have agreed to reimburse the Lead Dealer Manager and Co-Dealer Manager for reasonable out-of-pocket expenses incurred in connection with the Offer, including reasonable fees and expenses of counsel, and to indemnify the Lead Dealer Manager and Co-Dealer Manager against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We have retained Lehman Brothers Inc. to act as financial advisor in connection with our disposition of HD Supply. We have agreed to pay customary fees for such services, reimburse all expenses incurred by Lehman Brothers Inc., including reasonable fees and expenses of legal counsel, and indemnify Lehman Brothers Inc. and certain related persons against certain liabilities related to, arising out of, or in connection with its engagements. The Lead Dealer Manager and Co-Dealer Manager and their affiliates have in the past provided, and in the future may provide, financial advisory, brokerage, investment banking and financing services to us, for which services they have received, and would expect to receive, compensation from us. The Lead Dealer Manager and Co-Dealer Manager are expected to provide such services in connection with our review of strategic and financial alternatives and may be involved in the additional repurchase of shares. Additionally, in the ordinary course of business, including in their trading and brokerage operations and in a fiduciary capacity, the Lead Dealer Manager and Co-Dealer Manager and their affiliates may hold positions, both long and short, for their own accounts and for those of their customers, in our securities. The Lead Dealer Manager and Co-Dealer Manager will serve as the advisors and are expected to serve as joint lead arrangers and joint book runners under the Tender Offer Financing Facility, and Lehman Brothers Inc. is expected to serve as the sole administrative agent under the Tender Offer Financing Facility.

We also have retained D. F. King & Co., Inc. to act as Information Agent and Computershare, Inc. to act as Depositary in connection with the Offer. The Information Agent may contact holders of shares by mail, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Lead Dealer Manager, Co-Dealer Manager and the Information Agent as described above) for soliciting tenders of shares pursuant to the Offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Lead Dealer Manager and Co-Dealer Manager, the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares, except as otherwise provided in Section 3 hereof.

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18.   Miscellaneous

We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares residing in such jurisdiction.

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 11 with respect to information concerning us. In any jurisdiction where the securities, “Blue Sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on our behalf by the Lead Dealer Manager, Co-Dealer Manager or one or more requested brokers or dealers licensed under the laws of the applicable jurisdiction.

You should only rely on the information contained in this document or to which we have referred you. We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your shares in the Offer or regarding the purchase price or prices at which you may tender shares. We have not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this document or in the related Letter of Transmittal. If given or made, any recommendation or any such information or representation must not be relied upon as having been authorized by us, our Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary or the Information Agent.

July 10, 2007

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The Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each shareholder of the Company or his or her bank, broker, dealer, trust company or other nominee to the Depositary as follows:

The Depositary for the Offer is:

Computershare, Inc.

By First Class Mail:

Computershare, Inc.
P.O. Box 859208
Braintree, MA 02185-9208
Attn: Voluntary Dept. By Facsimile:

(781) 930-4942 By Registered, Certified, Express or Overnight Delivery:

Computershare, Inc.
161 Bay State Drive
Braintree, MA 02184
Attn: Voluntary Dept.

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions and requests for assistance or for additional copies of this Offer to Purchase and the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

D. F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Shareholders Call Toll-Free: 800-628-8536

Banks and Brokers Call Collect: 212-269-5550

The Lead Dealer Manager for the Offer is:	The Co-Dealer Manager for the Offer is:
Lehman Brothers Inc. Corporate Services 745 Seventh Avenue New York, NY 10019 Toll-free: 888-610-5877 Call Collect: 212-526-7850	Merrill Lynch & Co. Special Equity Transactions 4 World Financial Center New York, NY 10080 Toll-free: 877-653-2948 Call Collect: 609-818-8000

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

Letter of Transmittal
To Tender Shares of Common Stock
Pursuant to the Offer to Purchase
Dated July 10, 2007
by
The Home Depot, Inc.
of
Up to 250 Million Shares of its Common Stock at a Purchase Price not greater than $44.00 nor less than $39.00 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, AUGUST 16, 2007, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

Computershare, Inc.

By First Class Mail:	By Registered, Certified, Express or Overnight Delivery:
Computershare, Inc.	Computershare, Inc.
P.O. Box 859208	161 Bay State Drive
Braintree, MA 02185-9208	Braintree, MA 02184
Attn: Voluntary Dept.	Attn: Voluntary Dept.

YOU SHOULD READ CAREFULLY THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, BEFORE YOU COMPLETE IT. FOR THIS LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF THE ABOVE ADDRESSES BEFORE OUR OFFER EXPIRES (IN ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS LETTER OF TRANSMITTAL AND ITS INSTRUCTIONS). DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANOTHER ADDRESS WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY, THE LEAD DEALER MANAGER, THE CO-DEALER MANAGER, THE INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.

Indicate below the order (by certificate number) in which shares are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order, if less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary. See Instruction 15.

1st: ­ ­	2nd: ­ ­	3rd: ­ ­
4th: ­ ­	5th: ­ ­

o Lost Certificates.  My certificate(s) for           shares have been lost, stolen, destroyed or mutilated, and I and require assistance in replacing the shares (See Instruction 12).

DESCRIPTION OF SHARES TENDERED (see Instructions 3 and 4)
Name(s) and Address(es) of Registered Holder(s)	Shares of Common Stock Tendered
(Please fill in, if blank, exactly as name(s) appear(s) on certificate(s))	(Attach Additional Signed List if Necessary)
		Total Number
		of Shares
		Represented by
		Certificate(s),	Number
	Certificate	DRS or	of Shares
	Number(s)*	DepotDirect	Tendered**
	Total Shares Tendered:
* Need not be completed if shares are tendered by book-entry transfer, Direct Registration System (DRS) or DepotDirect.
** Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4.

This Letter of Transmittal is to be used if certificates for shares are to be forwarded herewith, or to tender DRS Shares or DepotDirect shares. This Letter of Transmittal should also be used if delivery of shares is to be made by book-entry transfer to an account maintained by the Depositary (as defined below) at the book-entry transfer facility (as defined in Section 3 of the Offer to Purchase (as defined below)) pursuant to the procedures set forth in Section 3 of the Offer to Purchase unless an agent’s message (as defined in Section 3 of the Offer to Purchase) is utilized. Tendering shareholders whose certificates for shares are not immediately available or who cannot deliver either the certificates for, or a book-entry confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their shares and all other required documents to the Depositary prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase) must tender their shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.

Your attention is directed to the following:

1. If you want to retain your shares, do not take any action.

2. If you want to participate in the Offer (as defined below) and wish to maximize the chance of having the Company accept for payment all shares you are tendering, you should check the box marked “Shares Tendered at Price Determined Under the Tender Offer” below and complete the other portions of this Letter of Transmittal as appropriate. If you agree to accept the purchase price determined in the Offer, your shares will be deemed to be tendered at the minimum price. YOU SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $39.00 PER SHARE.

3. If you wish to select a specific price at which you will be tendering your shares, you should select one of the boxes in the section captioned “Shares Tendered at Price Determined by You” below and complete the other portions of this Letter of Transmittal as appropriate.

IN ANY EVENT, YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION AGENT, THE LEAD DEALER MANAGER OR THE CO-DEALER MANAGER AT THEIR ADDRESSES OR TELEPHONE NUMBERS SET FORTH AT THE END OF THIS LETTER OF TRANSMITTAL. REQUESTS FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT THE ADDRESS OR TELEPHONE NUMBER SET FORTH AT THE END OF THIS LETTER OF TRANSMITTAL.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

2

o   CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution: ­ ­

Account Number: ­ ­

Transaction Code Number: ­ ­

o   CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s): ­ ­

Date of Execution of Notice of Guaranteed Delivery: ­ ­

Name of Institution that Guaranteed Delivery: ­ ­

3

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1)  SHARES TENDERED AT PRICE DETERMINED BY YOU (SEE INSTRUCTION 5)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Under the Tender Offer,” the undersigned tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by the Company is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SELECTED. The same shares cannot be tendered at more than one price, unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED

o $39.00	o $40.00	o $41.00	o $42.00	o $43.00
o $39.25	o $40.25	o $41.25	o $42.25	o $43.25
o $39.50	o $40.50	o $41.50	o $42.50	o $43.50
o $39.75	o $40.75	o $41.75	o $42.75	o $43.75
				o $44.00

OR

(2)   SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by You,” the undersigned tenders shares at the purchase price, as shall be determined by the Company in accordance with the terms of the Offer. For purposes of determining the purchase price, those shares that are tendered by the undersigned agreeing to accept the purchase price determined in the Offer will be deemed to be tendered at the minimum price.

o     The undersigned wants to maximize the chance of having the Company purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE PAID FOR SHARES IN THE OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $39.00 PER SHARE.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

4

ODD LOTS

(See Instruction 14)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box):

o   is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or

o   is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

In addition, the undersigned is tendering either (check one box):

o   at the purchase price, as shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above); or

o   at the price per share indicated above in the section captioned “Price (In Dollars) per Share at Which Shares Are Being Tendered.”

CONDITIONAL TENDER

(See Instruction 13)

A tendering shareholder may condition his or her tender of shares upon the Company purchasing a specified minimum number of shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

o   The minimum number of shares that must be purchased from me, if any are purchased from me, is:            shares.

If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares and checked this box:

o   The tendered shares represent all shares held by the undersigned.

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Ladies and Gentlemen:

The undersigned hereby tenders to The Home Depot, Inc. (the “Company”) the above-described shares of common stock, par value $0.05 per share (the “shares”), of the Company on the terms and subject to the conditions set forth in the Company’s Offer to Purchase dated July 10, 2007 (the “Offer to Purchase”), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

Subject to and effective on acceptance for payment of the shares tendered with this Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all the shares that are being tendered and irrevocably constitutes and appoints Computershare, Inc. (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such shares, to (a) deliver certificates for such shares or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Company, upon receipt by the Depositary as the undersigned’s agent, of the aggregate purchase price with respect to such shares, (b) present certificates for such shares for cancellation and transfer on the Company’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby covenants, represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered and that, when and to the extent the same are accepted for purchase by the Company, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances and other obligations relating to the sale or transfer of the shares, and the same will not be subject to any adverse claim or right; (b) the undersigned will, on request by the Depositary or the Company, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered, all in accordance with the terms of the Offer; and (c) the undersigned understands that tendering shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that: (i) the undersigned has a net long position in shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 under the Exchange Act (as defined in the Offer to Purchase) and (ii) such tender of shares complies with Rule 14e-4 promulgated under the Exchange Act.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase and this Letter of Transmittal, this tender is irrevocable.

The valid tender of shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company on the terms and subject to the conditions of the Offer.

The undersigned understands that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per share purchase price, not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for shares validly tendered and not validly withdrawn prior to the Expiration Time, taking into account the number of shares so tendered and the prices specified by tendering shareholders. The undersigned understands that the Company will select the lowest purchase price (in multiples of $0.25) within the price range specified above that will allow it to purchase 250 million shares, or such lesser number of shares as are validly tendered and not validly withdrawn, at prices not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, in the Offer, subject to its right to increase the total number of shares purchased to the extent permitted by law. The undersigned understands that all shares validly tendered at prices at or below the purchase price and not validly withdrawn will be purchased at the purchase price, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer, including its proration provisions, “odd lot” provisions and conditional tender provisions, and that the Company will return at its expense all other shares, including shares tendered at prices greater than the purchase

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price and not validly withdrawn and shares not purchased because of proration or conditional tenders, promptly following the Expiration Time.

In participating in the Offer, the undersigned acknowledges that: (1) the Offer is discretionary and may be extended, modified, suspended or terminated by the Company as provided in the Offer; (2) the undersigned is voluntarily participating in the Offer; (3) the future value of the Company’s common stock is unknown and cannot be predicted with certainty; (4) the undersigned has read the Offer to Purchase and this Letter of Transmittal; (5) the undersigned has consulted his, her or its tax and financial advisors with regard to how the Offer will impact his, her or its personal situation; (6) any foreign exchange obligations triggered by the undersigned’s tender of shares or the recipient of proceeds are solely his, her or its responsibility; and (7) regardless of any action that the Company takes with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, the undersigned authorizes the Company to withhold all applicable Tax Items legally payable by the undersigned.

The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, the Company, its subsidiaries, and third party administrators for the exclusive purpose of implementing, administering and managing the undersigned’s participation in the Offer.

The undersigned understands that the Company holds certain personal information about him, her or it, including, as applicable, but not limited to, the undersigned’s name, home or business address and telephone number, date of birth, social security or insurance number or other identification number, nationality, any shares of stock held in the Company, details of all options or any other entitlement to shares outstanding in the undersigned’s favor, for the purpose of implementing, administering and managing the undersigned’s stock ownership (“Data”).

The undersigned understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Offer, that these recipients may be located in his, her or its country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the undersigned’s country. The undersigned understands that he, she or it may request a list of the names and addresses of any potential recipients of the Data by contacting the Company. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his, her or its participation in the Offer, including any requisite transfer of such Data as may be required to a broker or other third party with whom the undersigned holds any shares of stock. The undersigned understands that Data will be held only as long as is necessary to implement, administer and manage his, her or its participation in the Offer. The undersigned understands that he, she or it may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company. The undersigned understands, however, that refusing or withdrawing his, her or its consent may affect the undersigned’s ability to participate in the Offer. For more information on the consequences of his, her or its refusal to consent or withdrawal of consent, the undersigned understands that he, she or it may contact the Company.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that the Company has no obligation pursuant to the “Special Payment Instructions” to transfer any shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of the shares so tendered.

NOTE: SIGNATURE MUST BE PROVIDED ON PAGE 9 BELOW.

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 6, 7, and 8)

To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be issued in the name of someone other than the undersigned.

Issue:  o Check  o Certificate(s) to:

Name: ­ ­

(Please Print)

Address: ­ ­

(Include Zip Code)

(Taxpayer Identification or Social Security Number)
(See Form W-9 Included Herewith)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.

Mail:  o Check  o Certificate(s) to:

Name: ­ ­

(Please Print)

Address: ­ ­

(Include Zip Code)

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SIGN HERE

(ALSO COMPLETE ACCOMPANYING FORM W-9)

(Signature(s) of Shareholder(s))

Dated: ­ ­, 2007

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) for the shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6).

Name(s) 

(Please Print)

Capacity (full title) 

Address 

(Include Zip Code)

Daytime Area Code and Telephone Number: 

Taxpayer Identification or Social Security Number: 

(Complete Accompanying Form W-9)

GUARANTEE OF SIGNATURE(S)

(IF REQUIRED — SEE INSTRUCTIONS 1 AND 6)

Authorized Signature: 

Name(s): 

(Please Print)

Name of Firm: 

Title: 

Address: 

(Include Zip Code)

Daytime Area Code and Telephone Number: 

Dated: ­ ­, 2007

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures.  No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of the shares) of shares tendered herewith and payment and delivery are to be made to such registered holder, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (b) such shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “eligible institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution. Shareholders may also need to have any certificates they deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 6.

2. Requirements of Tender.  This Letter of Transmittal is to be completed by shareholders either if certificates are to be forwarded herewith or, unless an agent’s message (as defined below) is utilized, if delivery of shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a shareholder validly to tender shares pursuant to the Offer, either (a) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Time and either certificates for tendered shares must be received by the Depositary at one of such addresses or shares must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by the Depositary), in each case prior to the Expiration Time, or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.

Shareholders whose certificates for shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Time may tender their shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an eligible institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, in the form provided by the Company, must be received by the Depositary prior to the Expiration Time and (c) the certificates for all tendered shares in proper form for transfer (or a book-entry confirmation with respect to all such shares), together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary, in each case within three trading days after the date of execution of the Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A “trading day” is any day on which the New York Stock Exchange is open for business. The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant.

The method of delivery of shares, this Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the sole election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance for payment of their shares.

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3. Inadequate Space.  If the space provided in the box entitled “Description of Shares Tendered” in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer).  If fewer than all the shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of shares that are to be tendered in the box entitled “Number of Shares Tendered.” In that case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the shares tendered herewith. All shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Indication of Price at Which Shares are Being Tendered.  For shares to be validly tendered, the shareholder MUST either (1) check the box indicating the price per share at which such shareholder is tendering shares under the section captioned “Price (in Dollars) per Share at Which Shares Are Being Tendered” or (2) check the box in the section captioned “Shares Tendered at Price Determined Under the Tender Offer” in order to maximize the chance of having the Company purchase all of the shares tendered (subject to the possibility of proration). For purposes of determining the purchase price, those shares that are tendered by shareholders agreeing to accept the purchase price determined in the Offer will be deemed to be tendered at the minimum price. Selecting option (1) could result in none of the shareholder’s tendered shares being purchased if the purchase price for the shares turns out to be less than the price selected by the shareholder. Selecting option (2) may lower the purchase price paid for shares in the Offer and could result in the shareholder receiving the minimum price of $39.00 per share. Only one box under (1) or (2) may be checked. If more than one box is checked, or if no box is checked, there is no proper tender of shares. A shareholder wishing to tender portions of such shareholder’s share holdings at different prices must complete a separate Letter of Transmittal for each price at which such shareholder wishes to tender each such portion of such shareholder’s shares. The same shares cannot be tendered at more than one price, unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase.

6. Signatures on Letter of Transmittal, Stock Powers and Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

If any of the shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Company of his or her authority to so act must be submitted with this Letter of Transmittal.

If this Letter of Transmittal is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares tendered hereby, or if payment is to be made or certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. See Instruction 1.

7. Stock Transfer Taxes.  The Company will pay any stock transfer taxes with respect to the transfer and sale of shares to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal,

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the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.

8. Special Payment and Delivery Instructions.  If a check for the purchase price of any shares accepted for payment is to be issued in the name of, and/or certificates for any shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 6.

9. Irregularities.  The Company will determine in its sole discretion all questions as to the number of shares to accept, the price to be paid therefore, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the Company’s opinion, be unlawful. The Company also reserves the right to waive any defect or irregularity in the tender of any particular shares, and the Company’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary, the Information Agent (as defined in the Offer to Purchase) nor any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Tax Identification Number and Backup Withholding.  To prevent backup withholding, each U.S. Holder (as defined below) should either (x) provide his, her or its correct taxpayer identification number (“TIN”) by completing the copy of the IRS Form W-9 (the “Form W-9”) attached to this Letter of Transmittal, certifying that (1) he, she or it is a “United States person” (as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), (2) the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and (3) that the U.S. Holder is exempt from backup withholding because (i) the holder has not been notified by the Internal Revenue Service (the “IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding or (y) otherwise establish an exemption. If you do not provide the Depositary (or other applicable withholding agent) with the correct TIN or an adequate basis for exemption, you may be subject to a $50 penalty imposed by the IRS, and payments made to you pursuant to the Offer may be subject to backup withholding at a rate of 28%. If withholding results in an overpayment of taxes, a refund may be obtained, provided the required information is timely furnished to the IRS.

To prevent backup withholding, a Non-U.S. Holder (as defined below) should (i) submit a properly completed IRS Form W-8 BEN or other Form W-8 to the Depositary (or other applicable withholding agent), certifying under penalties of perjury to the holder’s exempt status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained from the Depositary or on the web at www.irs.gov.

Certain holders (including, among others, corporations) are exempt recipients generally not subject to these backup withholding requirements. See the enclosed Form W-9 for additional information regarding exempt recipients. To avoid possible erroneous backup withholding, exempt U.S. Holders, while not required to file Form W-9, should complete and return the Form W-9 and check the “Exempt from backup withholding” box on its face.

For the purposes of these instructions, a “U.S. Holder” is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation) created under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. Holders that are, or hold their shares through, partnerships and other pass-through entities should consult their tax advisors

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regarding their treatment for purposes of these instructions. A “Non-U.S. Holder” is any holder (other than a holder that is, or holds its shares through, a partnership or other pass-through entity) that is not a U.S. Holder.

See the enclosed Form W-9 for additional information and instructions.

Withholding on Non-U.S. Holders.  Even if a Non-U.S. Holder (as defined above) has provided the required certification to avoid backup withholding tax, the Depositary (or other applicable withholding agent) will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-U.S. Holder unless the Depositary (or other applicable withholding agent) determines that a reduced rate of, or an exemption from, withholding is available pursuant to an applicable income tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. In order to obtain a reduced rate of withholding pursuant to an income tax treaty, a Non-U.S. Holder must deliver to the Depositary (or other applicable withholding agent) before the payment a properly completed and executed IRS Form W-8BEN (or a suitable substitute form). In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary (or other applicable withholding agent) agent a properly completed and executed IRS Form W-8ECI (or a suitable substitute form) or IRS Form W-8BEN (or a suitable substitute form), as applicable, before payment is made. The Depositary (or other applicable withholding agent) will determine a shareholder’s status as a Non-U.S. Holder and eligibility for a reduced rate of, or an exemption from, withholding by reference to outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that such reliance is not warranted.

A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Holder meets those tests described in Section 15 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a distribution) for U.S. federal income tax purposes or is otherwise able to establish that no tax or a reduced amount of tax is due and the requisite information is timely furnished to the IRS.

HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL INCOME TAX WITHHOLDING AND BACKUP WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND PROCEDURE.

11. Requests for Assistance or Additional Copies.  Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at its address set forth on the last page of this Letter of Transmittal.

12. Lost, Destroyed or Stolen Certificates.  If any certificate(s) for part or all of your shares has been lost, stolen, destroyed or mutilated, you should contact Computershare, Inc. at (800) 577-0177 to arrange for replacement of lost securities. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates have been followed.

13. Conditional Tenders.  As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered shares being purchased.

If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased from you if any are to be purchased from you.

As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the required minimum number of shares would not be purchased. If, because of proration, the minimum number of shares that you designate will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares of common stock and checked the box so indicating. Upon selection by lot, if any, the Company will limit its purchase in each case to the designated minimum number of shares of common stock.

All tendered shares of common stock will be deemed unconditionally tendered unless the “Conditional Tender” box is completed.

13

The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares of common stock pursuant to the Offer in such a manner that the purchase will be treated as a sale or exchange of such shares of common stock by the shareholder, rather than a distribution to the shareholder, for U.S. federal income tax purposes. If you are an odd lot holder and you tender all of your shares of common stock, you cannot conditionally tender, since your shares of common stock will not be subject to proration. It is the tendering shareholder’s responsibility to calculate the minimum number of shares of common stock that must be purchased from the shareholder in order for the shareholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Each shareholder is urged to consult his or her own tax advisor. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax results in all cases. See Section 15 of the Offer to Purchase.

14. Odd Lots.  As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all shares validly tendered before the Expiration Time and not validly withdrawn, the shares purchased first will consist of all shares validly tendered by any shareholder who owned, beneficially or of record, an aggregate of fewer than 100 shares, and who tenders all of the holder’s shares at or below the purchase price. This preference will not be available to you unless you complete the section captioned “Odd Lots” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

15. Order of Purchase in Event of Proration.  As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the shares purchased. See Section 1 and Section 15 of the Offer to Purchase.

IMPORTANT.  This Letter of Transmittal (or a manually signed facsimile hereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary prior to the Expiration Time and either certificates for tendered shares must be received by the Depositary or shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Time, or the tendering shareholder must comply with the procedures for guaranteed delivery.

The Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each shareholder of the Company or such shareholder’s bank, broker, dealer, trust company or other nominee to the Depositary at one of its addresses set forth below.

14

Form W-9
(Rev. November 2005)

Department of the Treasury
Internal Revenue Service Request for Taxpayer
Identification Number and Certification Give form to the requester. Do not send to the IRS.

Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box:  o Individual/Sole proprietor	o Corporation	o Partnership	o Other	►	o Exempt from backup withholding
Address (number, street, and apt. or suite no.)				Requester’s name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

Print or typeSee Specific Instructions on page 2.

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3	Social security number                —          —
	or
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter	Employer identification number          —

Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. person (including a U.S. resident alien).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.)

Sign
Here Signature of
U.S. Person Date

Purpose of Form

A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

  2. Certify that you are not subject to backup withholding, or

  3. Claim exemption from backup withholding if you are a U.S. exempt payee.

  In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

  For federal tax purposes, you are considered a person if you are:

• An individual who is a citizen or resident of the United States,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or

• Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information.

• Special rules for partnerships.  Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

  The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

Cat. No. 10231X                     Form W-9  (Rev. 11-2005)

15

Form W-9 (Rev. 11-2005) Page 2

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.

Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called “backup withholding.” Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 4 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules regarding partnerships on page 1.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for “Other” and enter “LLC” in the space provided.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt From Backup Withholding

If you are exempt, enter your name as described above and check the appropriate box for your status, then check the “Exempt from backup withholding” box in the line following the business name, sign and date the form.

16

Form W-9 (Rev. 11-2005) Page 3

 Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note.  If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees.  Backup withholding is not required on any payments made to the following payees:

 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

 2. The United States or any of its agencies or instrumentalities,

 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

 5. An international organization or any of its agencies or instrumentalities.

 Other payees that may be exempt from backup withholding include:

 6. A corporation,

 7. A foreign central bank of issue,

 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

 9. A futures commission merchant registered with the Commodity Futures Trading Commission,

 10. A real estate investment trust,

 11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

 12. A common trust fund operated by a bank under section 584(a),

 13. A financial institution,

 14. A middleman known in the investment community as a nominee or custodian, or

 15. A trust exempt from tax under section 664 or described in section 4947.

 The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt recipients 1 through 5
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt recipients 1 through 72

1	See Form 1099-MISC, Miscellaneous Income, and its instructions.
2	However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees; and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box.  If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

 If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

 If you are a single-owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN.  If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

 If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note.  Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution:  A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

17

Form W-9 (Rev. 11-20045 Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor 2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or single-owner LLC	The owner 3
For this type of account:		Give name and EIN of:
6.	Sole proprietorship or single-owner LLC	The owner 3
7.	A valid trust, estate, or pension trust	Legal entity 4
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

1	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
2	Circle the minor’s name and furnish the minor’s SSN.
3	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.
4	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1.

Note.  If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal non-tax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

18

The Depositary for the Offer is:

Computershare, Inc.

By First Class Mail:	By Facsimile:	By Registered, Certified, Express or Overnight Delivery:
Computershare, Inc. P.O. Box 859208 Braintree, MA 02185-9208 Attn: Voluntary Dept.	781-930-4942	Computershare, Inc. 161 Bay State Drive Braintree, MA 02184 Attn: Voluntary Dept.

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.

Questions and requests for assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase and this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

D. F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005

Shareholders Call Toll-Free: 800-628-8536

Banks and Brokers Call Collect: 212-269-5550

The Lead Dealer Manager for the Offer is:	The Co-Dealer Manager for the Offer is:
Lehman Brothers Inc. Corporate Services 745 Seventh Avenue New York, NY 10019 Toll-free: 888-610-5877 Call Collect: 212-526-7850	Merrill Lynch & Co. Special Equity Transactions 4 World Financial Center New York, NY 10080 Toll-free: 877-653-2948 Call Collect: 609-818-8000

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

(Not to be used for Signature Guarantee)

for

Tender of Shares of Common Stock

of

The Home Depot, Inc.

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT

5:00 P.M., NEW YORK CITY TIME, AUGUST 16, 2007, UNLESS THE OFFER IS EXTENDED.

As set forth in Section 3 of the Offer to Purchase (as defined below) this form (or a facsimile hereof) must be used to accept the Offer (as defined below) if (1) certificates representing your shares of common stock, par value $0.05 per share, of The Home Depot, Inc., a Delaware corporation, are not immediately available or cannot be delivered to the Depositary before the Expiration Time (as defined in the Offer to Purchase), (2) the procedures for book-entry transfer described in Section 3 of the Offer to Purchase cannot be completed before the Expiration Time or (3) time will not permit all required documents to reach the Depositary before the Expiration Time. This form, signed and properly completed, may be delivered by hand, mail or overnight delivery to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

Computershare, Inc.

By First Class Mail:	By Facsimile:	By Registered, Certified, Express or Overnight Delivery:
Computershare, Inc.	(781) 930-4942	Computershare, Inc.
P.O. Box 859208		161 Bay State Drive
Braintree, MA 02185-9208		Braintree, MA 02184
Attn: Voluntary Dept.		Attn: Voluntary Dept.

Depositary Telephone Number to Confirm

Receipt of Notices: (781) 930-4900

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Deliveries to Home Depot, to the Lead Dealer Manager or the Co-Dealer Manager for the Offer or to the Information Agent for the Offer will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to the book-entry transfer facility (as defined in the Offer to Purchase) will not constitute valid delivery to the Depositary.

This Notice is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions in the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to The Home Depot, Inc., a Delaware corporation (the “Company”), on the terms and subject to the conditions set forth in the Offer to Purchase dated July 10, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company.

Number of shares to be tendered:                      shares*

*Unless otherwise indicated, it will be assumed that all shares are to be tendered.

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1) SHARES TENDERED AT PRICE DETERMINED BY YOU (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Under the Tender Offer,” the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by the Company for the shares is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE NOTICE OF GUARANTEED DELIVERY AND/OR LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same shares cannot be tendered at more than one price, unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED

o $	39.00	o $40.00	o $41.00	o $42.00	o $43.00
o $	39.25	o $40.25	o $41.25	o $42.25	o $43.25
o $	39.50	o $40.50	o $41.50	o $42.50	o $43.50
o $	39.75	o $40.75	o $41.75	o $42.75	o $43.75
					o $44.00

OR

(2) SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by You,” the undersigned hereby tenders shares at the purchase price, as the same shall be determined by the Company in accordance with the terms of the Offer. For purposes of determining the purchase price, those shares that are tendered by the undersigned agreeing to accept the purchase price determined in the Offer will be deemed to be tendered at the minimum price.

The undersigned wants to maximize the chance of having the Company purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. THIS ACTION COULD LOWER THE PURCHASE PRICE AND COULD RESULT IN RECEIVING THE MINIMUM PRICE OF $39.00 PER SHARE. o

IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

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ODD LOTS
(See Section 1 of the Offer to Purchase)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box):

o   is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or

o   is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares.

In addition, the undersigned is tendering shares either (check one box):

o   at the price per share indicated above in the section captioned “Price (In Dollars) per Share at Which Shares Are Being Tendered”; or

o   at the purchase price, as the same will be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above).

CONDITIONAL TENDER
(See Section 6 of the Offer to Purchase)

A tendering shareholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his, her or its own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

o   The minimum number of shares that must be purchased from me, if any are purchased from me, is:                      shares.

If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his, her or its shares and checked this box:

o   The tendered shares represent all shares held by the undersigned.

Certificate Nos. (if available): 

Name(s) of Record Holder(s): ­ ­ (Please Type or Print)

Address(es): 

Zip Code: 

Daytime Area Code and Telephone Number: 

Signature(s): 

Dated: ­ ­, 2007

If shares will be tendered by book-entry transfer, check this box o and provide the following information:

Name of Tendering Institution: 

Account Number at Book-Entry Transfer Facility: 

Transaction Code Number: 

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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees (1) that the above named person(s) “own(s)” the shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary either the certificates representing the shares tendered hereby, in proper form for transfer, or a book-entry confirmation (as defined in the Offer to Purchase) with respect to such shares, in any such case together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an agent’s message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, within three trading days (as defined in the Offer to Purchase) after the date hereof.

The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an agent’s message (as defined in the Offer to Purchase) and certificates for shares to the Depositary, or complete the procedures for book-entry transfer deliveries, within the time period shown herein. Failure to do so could result in financial loss to such eligible institution.

Name of Firm: 

Authorized Signature: 

Name: ­ ­ (Please Type or Print)

Title: 

Address: 

Zip Code: 

Area Code and Telephone Number: 

Dated: ­ ­, 2007

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.

CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

Offer to Purchase for Cash
by
The Home Depot, Inc.
of
Up to 250 Million Shares of its Common Stock
at a Purchase Price not greater than $44.00 nor less than $39.00 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, AUGUST 16, 2007, UNLESS THE OFFER IS EXTENDED.

July 10, 2007

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed by The Home Depot, Inc., a Delaware corporation (the “Company”), to act as Lead Dealer Manager and Co-Dealer Manager in connection with its offer to purchase for cash up to 250 Million shares of its common stock, $0.05 par value per share, at a price not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 10, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the “Offer”). Please furnish copies of the enclosed materials to your clients for whom you hold shares registered in your name or in the name of your nominee. Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company.

Enclosed with this letter are copies of the following documents:

1. Offer to Purchase dated July 10, 2007;

2. Letter of Transmittal (including Form W-9), for your use in accepting the Offer and tendering shares of and for the information of your clients;

3. Letter to Clients, for you to send to your clients for whose account you hold shares registered in your name or in the name of a nominee, with an Instruction Form provided for obtaining such client’s instructions with regard to the Offer;

4. Notice of Guaranteed Delivery, to be used to accept the Offer in the event you are unable to deliver the share certificates, together with all other required documents, to the Depositary before the Expiration Time, or if the procedure for book-entry transfer cannot be completed before the Expiration Time; and

5. Return envelope addressed to Computershare, Inc., as the Depositary.

The Company’s Board of Directors has approved the making of the Offer. However, neither the Company, its Board of Directors, we the Lead Dealer Manager and Co-Dealer Manager, Computershare, Inc. as the Depositary nor D. F. King & Co., Inc. as the Information Agent makes any recommendation to your clients as to whether to tender or refrain from tendering their shares or as to the purchase price or purchase prices at which they may choose to tender their shares. Your clients must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which they will tender them.

Certain conditions to the Offer are described in Section 7 of the Offer to Purchase. All tenders must be in proper form as described in Section 3 of the Offer to Purchase to be valid.

We urge you to contact your clients as promptly as possible. Please note that the Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, August 16, 2007, unless the offer is extended.

Under no circumstances will interest be paid on the purchase price of the shares regardless of any extension of, or amendment to, the Offer or any delay in paying for such shares.

The Company will not pay any fees or commissions to any broker or dealer or other person (other than the Lead Dealer Manager, the Co-Dealer Manager, the Information Agent and the Depositary, as described in the Offer to Purchase) in connection with the solicitation of tenders of shares pursuant to the Offer. However, the Company will, on request,

reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares pursuant to the Offer, except as otherwise provided in the Offer (see Section 5 of the Offer to Purchase).

As withholding agent for your clients, you are instructed to withhold on the gross proceeds of the Offer paid to your clients that are non-U.S. persons (as determined for U.S. federal income tax purposes) as if all such gross proceeds are dividends for U.S. federal income tax purposes, in accordance with appropriate, accepted procedures. The determination of whether any portion of the gross proceeds paid to a beneficial holder is treated as a dividend for U.S. federal income tax purposes depends on the individual circumstances of the beneficial holder, which neither we nor you know. This withholding is disclosed in the Offer to Purchase.

Questions and requests for assistance or for additional copies of the enclosed material may be directed to the Information Agent at the telephone number and address listed below.

The Information Agent for the Offer is:

D. F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Shareholders Call Toll-Free: 800-628-8536

Banks and Brokers Call Collect: 212-269-5550

Very truly yours,

LEHMAN BROTHERS INC.
Lead Dealer Manager

and

MERRILL LYNCH & CO.
Co-Dealer Manager

Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary, the Information Agent or any affiliate of any of them or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements contained therein.

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EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

Offer to Purchase for Cash

by

The Home Depot, Inc.

of

Up to 250 Million Shares of its Common Stock
at a Purchase Price not greater than $44.00 nor less than $39.00 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, AUGUST 16, 2007,
UNLESS THE OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated July 10, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by The Home Depot, Inc., a Delaware corporation (the “Company”), to purchase for cash up to 250 million shares of its common stock, $0.05 par value per share, at a price not greater than $44.00 nor less than $39.00 per share, less any applicable withholding taxes and without interest, on the terms and subject to the conditions of the Offer.

On the terms and subject to the conditions of the Offer, the Company will determine a single per share price, not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for shares validly tendered and not validly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. After the Offer expires, the Company will review the prices chosen by shareholders for all of the shares validly tendered. The Company will then select the lowest purchase price (in multiples of $0.25) within the price range specified above that will allow it to purchase 250 million shares. If fewer shares are validly tendered, the Company will select the price that will allow it to purchase all shares validly tendered and not validly withdrawn. The Company will purchase all shares validly tendered and not validly withdrawn before the Expiration Time (as defined in the Offer to Purchase) at or below the purchase price the Company selects, net to the seller in cash, less any applicable withholding tax and without interest, on the terms and subject to the conditions of the Offer, including proration provisions, “odd lot” provisions and conditional tender provisions. All shares acquired in the Offer will be acquired at the same purchase price. The Company reserves the right, in its sole discretion, to purchase more than 250 million shares in the Offer, pursuant to the Offer and subject to applicable law. See Sections 1 and 16 of the Offer to Purchase. The Company will return shares tendered at prices greater than the purchase price selected by the Company and shares not purchased because of proration provisions or conditional tenders to the tendering shareholders at the Company’s expense as promptly as practicable after the Offer expires. See Sections 1 and 3 of the Offer to Purchase.

If the number of shares validly tendered and not validly withdrawn before the Expiration Time is less than or equal to 250 million shares (or such greater number of shares as the Company may elect to purchase pursuant to the Offer, subject to applicable law), the Company will, on the terms and subject to the conditions of the Offer, purchase at the purchase price selected by the Company all shares so tendered.

On the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 250 million shares (or such greater number of shares as the Company may elect to purchase, subject to applicable law) are validly tendered at or below the purchase price and not validly withdrawn, the Company will buy shares first, from all shareholders who own beneficially or of record, an aggregate of fewer than 100 shares (an “Odd Lot Holder”) who validly tender all their shares at or below the purchase price, second, on a pro rata basis from all other shareholders who validly tender shares at or below the purchase price, subject to any conditional tenders, and third, if necessary to permit the Company to purchase 250 million shares (or any such greater number of shares as the Company may elect to purchase, subject to applicable law), from holders who have tendered shares at or below the purchase price subject to the condition that a specified

minimum number of the holder’s shares are purchased in the Offer, as described in Section 6 of the Offer to Purchase (for which the condition was not initially satisfied, and provided the holders tendered all of their shares) by random lot, to the extent feasible. See Sections 1, 3 and 6 of the Offer to Purchase.

We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender shares we hold for your account.

Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.

Please note the following:

1. You may tender your shares at prices not greater than $44.00 nor less than $39.00 per share, as indicated in the attached Instruction Form, net to you in cash, less any applicable withholding tax and without interest.

2. You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares will be purchased in the event of proration.

3. The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to certain conditions described in Section 7 of the Offer to Purchase, including the Financing Condition (as defined in the Offer to Purchase).

4. The Offer, withdrawal rights and proration period will expire at 5:00 p.m., New York City time, on August 16, 2007, unless the Company extends the Offer.

5. The Offer is for 250 million shares, constituting approximately 12.7% of the total number of outstanding shares of the Company’s common stock as of June 27, 2007.

6. Tendering shareholders who are registered shareholders or who tender their shares directly to the Depositary will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Company’s purchase of shares under the Offer.

7. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you designate.

8. If you are an Odd Lot Holder and you instruct us to tender on your behalf all of the shares that you own at or below the purchase price before the Expiration Time and check the box captioned “Odd Lots” on the attached Instruction Form, the Company, on the terms and subject to the conditions of the Offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares validly tendered at or below the purchase price and not validly withdrawn before the Expiration Time.

9. If you wish to condition your tender upon the purchase of all shares tendered or upon the Company’s purchase of a specified minimum number of the shares which you tender, you may elect to do so and thereby avoid possible proration. The Company’s purchase of shares from all tenders which are so conditioned, to the extent necessary, will be determined by random lot. To elect such a condition, complete the section captioned “Conditional Tender” in the attached Instruction Form.

If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your shares, we will tender all your shares unless you specify otherwise on the attached Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Time of the Offer. Please note that the Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Thursday, August 16, 2007, unless the Offer is extended.

2

The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of the Company’s common stock. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The Company’s Board of Directors has approved the Offer. However, neither the Company, its Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and at what price or prices. Shareholders should read carefully the information set forth or incorporated by reference in the Offer to Purchase and in the related Letter of Transmittal, including the Company’s reasons for making the Offer. All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer.

3

INSTRUCTION FORM WITH RESPECT TO
Offer to Purchase for Cash
by
The Home Depot, Inc.
of
Up to 250 Million Shares of its Common Stock
at a Purchase Price not greater than $44.00 nor less than $39.00 per Share

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated July 10, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal,” which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by The Home Depot, Inc., a Delaware corporation (the “Company”), to purchase for cash up to 250 million shares of its common stock, $0.05 par value per share, at a price not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions of the Offer. Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company.

The undersigned hereby instruct(s) you to tender to the Company the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, on the terms and subject to the conditions of the Offer.

In participating in the Offer, the undersigned acknowledges that: (1) the Offer is discretionary and may be extended, modified, suspended or terminated by the Company as provided in the Offer; (2) the undersigned is voluntarily participating in the Offer; (3) the future value of the Company’s common stock is unknown and cannot be predicted with certainty; (4) the undersigned has read the Offer; (5) the undersigned has consulted his, her or its tax and financial advisors with regard to how the Offer will impact his, her or its personal situation; (6) any foreign exchange obligations triggered by the undersigned’s tender of shares or the recipient of proceeds are solely his, her or its responsibility; and (7) regardless of any action that the Company takes with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, the undersigned authorizes the Company to withhold all applicable Tax Items legally payable by the undersigned.

The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, the Company, its subsidiaries, and third-party administrators for the exclusive purpose of implementing, administering and managing his, her or its participation in the Offer.

The undersigned understands that the Company holds certain personal information about him, her or it, including, as applicable, but not limited to, the undersigned’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, nationality, any shares of stock held in the Company, details of all options or any other entitlement to shares outstanding in the undersigned’s favor, for the purpose of implementing, administering and managing his, her or its stock ownership (“Data”). The undersigned understands that Data may be transferred to any third-parties assisting in the implementation, administration and management of the Offer, that these recipients may be located in his, her or its country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than his, her or its country. The undersigned understands that he, she or it may request a list with the names and addresses of any potential recipients of the Data by contacting the Company. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his, her or its participation in the Offer, including any requisite transfer of such Data as may be required to a broker or other third party with whom the undersigned holds any shares of stock. The undersigned understands that Data will be held only as long as is necessary to implement, administer and manage his, her or its participation in the Offer. The undersigned understands that he, she or it may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company. The undersigned understands, however, that refusing or withdrawing his, her or its consent may affect his, her or its ability to participate in

4

the Offer. For more information on the consequences of his, her or its refusal to consent or withdrawal of consent, the undersigned understands that he, she or it may contact the Company.

Number of shares to be tendered by you for the account of the undersigned:                      shares*

*Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1)   SHARES TENDERED AT PRICE DETERMINED BY YOU (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Under the Tender Offer,” the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by the Company for the shares is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same shares cannot be tendered at more than one price, unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED

o $39.00	o $40.00	o $41.00	o $42.00	o $43.00
o $39.25	o $40.25	o $41.25	o $42.25	o $43.25
o $39.50	o $40.50	o $41.50	o $42.50	o $43.50
o $39.75	o $40.75	o $41.75	o $42.75	o $43.75
				o $44.00

OR

(2)  SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by You,” the undersigned hereby tenders shares at the purchase price, as the same shall be determined by the Company in accordance with the terms of the Offer. For purposes of determining the purchase price, those shares that are tendered by the undersigned agreeing to accept the purchase price determined in the Offer will be deemed to be tendered at the minimum price.

The undersigned wants to maximize the chance of having the Company purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. THIS ACTION COULD LOWER THE PURCHASE PRICE AND COULD RESULT IN RECEIVING THE MINIMUM PRICE OF $39.00 PER SHARE. o

IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

5

ODD LOTS
(See Section 1 of the Offer to Purchase)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box):

o   is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or

o   is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares.

In addition, the undersigned is tendering shares either (check one box):

o   at the price per share indicated above in the section captioned “Price (In Dollars) per Share at Which Shares Are Being Tendered”; or

o   at the purchase price, as the same will be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above).

CONDITIONAL TENDER
(See Section 6 of the Offer to Purchase)

A tendering shareholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his, her or its own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

o   The minimum number of shares that must be purchased from me, if any are purchased from me, is:            shares.

If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his, her or its shares and checked this box:

o   The tendered shares represent all shares held by the undersigned.

The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature: ­ ­

Name(s): ­ ­ (Please Type or Print)

Taxpayer Identification or Social Security Number: ­ ­

Address(es): ­ ­

Zip Code: ­ ­

Daytime Area Code and Telephone Number: ­ ­

Dated:           , 2007

6

EX-99.(A)(1)(F)

Exhibit (a)(1)(F)

LETTER FROM THE NORTHERN TRUST COMPANY TO PARTICIPANTS

IN THE HOME DEPOT FUTUREBUILDER AND THE HOME DEPOT FUTUREBUILDER FOR

PUERTO RICO

July 10, 2007

Dear Plan Participant:

On July 10, 2007, The Home Depot, Inc. (the “Company”) commenced an offer to purchase for cash up to 250 million shares of the common stock of the Company, $0.05 par value per share, at a price not greater than $44.00 per share nor less than $39.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions described in the Offer to Purchase (the “Tender Offer”). A copy of the Offer to Purchase, the FutureBuilder Plan Participant Q&A, the FutureBuilder Plan Participant Election Form, and the FutureBuilder Plan Participant Notice of Withdrawal are enclosed with this letter. You are urged to examine the Tender Offer carefully.

As a participant in The Home Depot FutureBuilder or The Home Depot FutureBuilder For Puerto Rico (collectively, the “Retirement Plans”), you have the right to instruct The Northern Trust Company, the Trustee of The Home Depot, Inc. Master Trust which holds the shares of common stock of the Company (the “Trustee”), whether or not to tender any shares of common stock of the Company allocated to your Retirement Plan account (“Plan Shares”). If, after reading the enclosed materials, you want to offer to tender your Plan Shares, you must follow the instructions contained in this letter, fill out and sign the election form enclosed, and mail the form in the enclosed postage-paid pre-addressed envelope. If you do not wish to use the enclosed envelope, you may also mail your election form to: The Northern Trust Company, c/o Ellen Philip Associates, 134 West 26th Street, New York, NY 10001. Neither the Trustee, Hewitt Associates, the Company, the Company’s Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent is making any recommendation to you as to whether to tender or refrain from tendering your Plan Shares or as to the price or prices at which you may choose to tender your Plan Shares. You must make your own decision as to whether to tender your Plan Shares and, if so, how many Plan Shares to tender and the price or prices at which you will tender them. If you do elect to tender Plan Shares and such shares are accepted in the Tender Offer, any proceeds received in respect of such Plan Shares will be invested in the Equity Index Fund and will remain in the Retirement Plans; provided, however you may elect to redirect the proceeds to any of the other available investments under the Retirement Plans at any time once the proceeds have been allocated to your account under the Retirement Plans.

If you are also a direct shareholder of the Company, you will receive under separate cover another copy (or copies) of the Tender Offer documents which can be used to tender your directly-owned shares if you choose to do so. Instructions with respect to tendering your directly held shares will be set forth in those materials.

The Trustee has the sole authority under the Retirement Plans to tender Plan Shares as described herein. However, under the terms of the Retirement Plans, each participant or beneficiary, including you, is designated a “named fiduciary” for purposes of making a decision as to whether to instruct the Trustee to offer the Plan Shares allocated to your account under the Retirement Plan for sale in accordance with the terms of the Tender Offer. Because you are designated a “named fiduciary” for Tender Offer purposes under your Retirement Plan, the Trustee is required to follow your validly delivered instructions, provided they are in accordance with the terms of the Retirement Plan in question and are not inconsistent with its responsibilities under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Fiduciaries under ERISA (including persons designated “named fiduciaries”) are required to act prudently, solely in the interests of the Plan participants and beneficiaries, and for the exclusive purpose of providing benefits to Plan participants and beneficiaries. As a “named fiduciary” you are entitled to instruct the Trustee whether to tender all or a portion of the Plan Shares allocated to your account under your Retirement Plan as of the expiration date of the Tender Offer.

Please note that the Retirement Plans are prohibited by law from selling Plan Shares to the Company for a price that is less than the prevailing market price of the Company’s common stock. Accordingly, if you elect to tender Plan Shares at a price that is lower than the closing price of the Company’s common stock on the date the Tender Offer expires, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Company’s common stock on the New York Stock Exchange on the date the Tender Offer expires. This could result in none of your Plan Shares being accepted for purchase by the Company. Similarly, if you elect to maximize the

chance of having the Company purchase Plan Shares that you are instructing the trustee to tender by writing a percentage on the % line at TBD on the election form and the closing price of the Company’s common stock on the New York Stock Exchange on the date the Tender Offer expires is within the range of prices set forth on the election form, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Company’s common stock on the New York Stock Exchange on the date the Tender Offer expires. If the closing price of the Company’s common stock on the date the Tender Offer expires is greater than the maximum price available in the Tender Offer, none of the Plan Shares will be tendered and your tender instruction will be deemed to have been withdrawn.

If valid instructions to tender Plan Shares are not received by 5:00 p.m., New York City time, on August 14, 2007, the Plan Shares allocated to your Retirement Plan account will not be tendered, unless the Company extends the Offer in which case your instructions must be received by 5:00 p.m., New York City time, on the date that is two (2) business days before the new expiration date. Please note that your instructions as to whether or not you tender will be kept confidential from the Company.  You also may request the Trustee to withdraw any tender instruction you have previously submitted, as long as you do so prior to 5:00 p.m., New York City time, on August 14, 2007 by delivering a withdrawal notice to the Trustee. If the Tender Offer is extended, then you must ensure that the Trustee receives any withdrawal notice or election forms that you send by 5:00 p.m., New York City time, on the date that is two (2) business days before the new expiration date. Any request to withdraw the information sent to the Trustee’s agent must: (i) specify the name of the participant or beneficiary who has made the instruction that is being withdrawn, and the participant’s or beneficiary’s social security number and (ii) be signed by the participant or beneficiary in the same manner as the original signature on the Election Form by which the instruction that is being withdrawn was made.

THE NORTHERN TRUST COMPANY

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QUESTIONS AND ANSWERS WITH RESPECT TO TENDER RIGHTS
OF PARTICIPANTS IN
THE HOME DEPOT FUTUREBUILDER
AND THE HOME DEPOT FUTUREBUILDER FOR PUERTO RICO
(Collectively the “Retirement Plans”)

DESCRIPTION OF THE TENDER OFFER

1.   What is the Tender Offer?

On July 10, 2007, The Home Depot, Inc. (“Home Depot”) commenced an offer to purchase up to 250 million shares of its common stock, $0.05 par value per share, at a price not greater than $44.00 per share nor less than $39.00 per share, net to the seller in cash without interest, upon the terms and subject to the conditions described in the Offer to Purchase (the “Tender Offer”). This Tender Offer will be open from July 10, 2007 until it expires at 5:00 p.m., New York City time, on August 16, 2007, unless Home Depot extends the Tender Offer. Any extension of the Tender Offer will be made in accordance with the procedures described in the Offer to Purchase.

Participants in the Retirement Plans who have equivalent shares of Home Depot common stock allocated to their Retirement Plan accounts (such shares are referred to in this Q&A as “Plan Shares”) may tender (i.e., offer to sell) these Plan Shares by (i) so indicating on the enclosed election form and (ii) returning the form to The Northern Trust Company, which serves as the trustee of the trust holding the shares of Home Depot in the Home Depot Stock Fund under the Retirement Plans (and is referred to in this Q&A as the “Trustee”) c/o Ellen Philip Associates, the Trustee’s tabulation agent, at 134 West 26th Street, New York, NY 10001. A POSTAGE-PAID PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR THE PURPOSE OF RETURNING YOUR ELECTION FORM. YOU SHOULD MAIL YOUR COMPLETED ELECTION FORM TO THE TRUSTEE IN AMPLE TIME TO ENSURE THAT IT IS RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2007, OR, IF EXTENDED, BY THE DATE THAT IS TWO BUSINESS DAYS BEFORE THE NEW EXPIRATION DATE.

Home Depot will, upon the terms and subject to the conditions of the Tender Offer, determine a single per share price, not greater than $44.00 per share nor less than $39.00 per share, that it will pay for shares validly tendered pursuant to the Tender Offer and not validly withdrawn, taking into account the number of shares tendered and the prices specified by tendering shareholders. Home Depot will select the lowest purchase price (in multiples of $0.25) that will allow it to purchase 250 million shares or, if a lesser number of shares are validly tendered, such lesser number as are validly tendered and not validly withdrawn. Home Depot also reserves the right, in its sole discretion, to purchase up to an additional 2% of its outstanding shares (or approximately 39.5 million shares) without extending the Tender Offer, subject to applicable legal requirements. All shareholders whose shares Home Depot purchases in the Tender Offer will receive the same purchase price per share.

Upon the terms and subject to the conditions of the Tender Offer, if more than 250 million shares, or such greater number of shares as Home Depot may elect to purchase, subject to applicable law, have been validly tendered and not validly withdrawn prior to the expiration time, Home Depot will purchase validly tendered shares on the basis set forth below:

•  First, upon the terms and subject to the conditions of the Tender Offer, Home Depot will purchase all shares tendered by any person who owns beneficially or of record a total of fewer than 100 shares who tenders all shares thereby.

•  Second, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, Home Depot will purchase all other shares tendered at prices at or below the purchase price on a pro rata basis with appropriate adjustment to avoid purchases of fractional shares.

•  Third, if necessary to permit us to purchase 250 million shares (or such greater number of shares as Home Depot may elect to purchase, subject to applicable law), shares conditionally tendered at or below the purchase price (for which the condition was not initially satisfied) and not validly withdrawn will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

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As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Tender Offer may not be purchased. In addition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible that none of those shares will be purchased. Participants in the Retirement Plans are not considered “odd lot” holders because the Retirement Plans will aggregate all of the shares in a single tender submission.

The terms and conditions of the Tender Offer are fully described in the enclosed Offer to Purchase. PLEASE READ THE OFFER TO PURCHASE CAREFULLY.

2.   What are my rights under the Tender Offer?

The Retirement Plans’ records indicate that Plan Shares are allocated to your account under one of the Retirement Plans. You may tender some or all of these shares. Because the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), requires that all plan assets in most circumstances be held in trust, all of these Plan Shares are registered in the name of the current Trustee. Consequently, the Trustee will actually tender your Plan Shares by aggregating all Retirement Plan participant instructions and completing the required letter of transmittal for all Retirement Plan participants but only in accordance with your instructions as well as the other Retirement Plan participants.

YOU MUST DIRECT THE TRUSTEE IF YOU WANT TO TENDER YOUR PLAN SHARES AND, IF YOU DIRECT THE TRUSTEE TO TENDER YOUR RETIREMENT PLAN SHARES, YOU MUST INDICATE AT WHICH PRICE OR PRICES YOU WANT THE TRUSTEE TO TENDER THEM. THE TRUSTEE WILL TENDER YOUR PLAN SHARES ONLY IF SPECIFICALLY INSTRUCTED. IF YOU DO NOT RESPOND USING THE ENCLOSED ELECTION FORM, YOU WILL BE DEEMED TO HAVE INSTRUCTED THE TRUSTEE NOT TO TENDER ANY OF YOUR PLAN SHARES UNDER THE TENDER OFFER, AND YOUR PLAN SHARES WILL REMAIN IN YOUR RETIREMENT PLAN ACCOUNT.

3.   Which documents did I receive in the Tender Offer materials and what is the purpose of each document?

The following materials are enclosed in this mailing:

(a) Letter from Home Depot.  This letter informs you that Home Depot is making the Tender Offer.

(b) Letter from Northern Trust.  This letter gives you details for participating in the Tender Offer with respect to the Plan Shares in your Retirement Plan account.

(c) Offer to Purchase, dated July 10, 2007.  This document describes all of the terms and conditions of the Tender Offer. PLEASE READ THIS DOCUMENT CAREFULLY.

(d) Election Form.  YOU MUST COMPLETE, SIGN AND MAIL THIS DOCUMENT TO THE TRUSTEE IN THE ENCLOSED POSTAGE-PAID PRE-ADDRESSED ENVELOPE IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER SOME OR ALL OF YOUR PLAN SHARES. IF YOU FAIL TO COMPLETE, SIGN OR TIMELY MAIL THE ELECTION FORM SO THAT THE TRUSTEE RECEIVES IT BY 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2007, YOU WILL BE DEEMED TO HAVE INSTRUCTED THE TRUSTEE NOT TO OFFER ANY OF YOUR PLAN SHARES FOR SALE UNDER THE TENDER OFFER. YOU MUST USE THE ELECTION FORM IF YOU WISH TO DIRECT A TENDER OF YOUR PLAN SHARES.

(e) Reply Envelope.  A postage-paid pre-addressed envelope is provided for your convenience. If you decide to tender some or all of your Plan Shares, you may use this envelope to mail the completed election form to the Trustee’s tabulation agent, Ellen Philip Associates. You should mail the election form in ample time to ensure that the Trustee receives it by 5:00 P.M., New York City time, on August 14, 2007, unless the Tender Offer is extended, in which case such notice must be received by no later than 5:00 p.m., New York City time, on the date that is two business days before the new expiration date.

(f) Notice of Withdrawal.  This form can be used to withdraw a Tender Offer. See #11 below for additional information.

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4.   How do I direct the Retirement Plan Trustee?

The only way that you can instruct the Trustee to tender your Plan Shares is by completing the election form as described, signing it and returning it to the Trustee. You may do this by using the postage-paid pre-addressed envelope provided for this purpose. Alternatively, you may send your instruction by regular, certified or registered mail, or by overnight delivery, to Ellen Philip Associates, 134 West 26th Street, New York, NY 10001. The post office box on the reply envelope provided is exclusively for business-reply mail.

THE TRUSTEE MUST RECEIVE THE TENDER ELECTION FORM BEFORE 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2007 (UNLESS THE TENDER OFFER IS EXTENDED, IN WHICH CASE SUCH NOTICE MUST BE RECEIVED BY NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE DATE THAT IS TWO BUSINESS DAYS BEFORE THE NEW EXPIRATION DATE). YOU MUST SIGN AND COMPLETE THE ELECTION FORM FOR YOUR TENDER INSTRUCTION TO BE VALID.

TO VALIDLY DIRECT THE TRUSTEE TO TENDER PLAN SHARES ON YOUR BEHALF YOU MUST:

(a) Instructions.  Read carefully and follow exactly the instructions in (i) the Letter from the Northern Trust Company and (ii) the election form. These documents will tell you how to direct the Trustee regarding your Plan Shares.

(b) Election form.  Complete the enclosed election form.

(c) Shares.  Designate on the election form the percentage of your Plan Shares you wish to be tendered. You may obtain information about the number of shares allocated to your account by calling the Benefits Choice Center at 1-800-555-4954 , or by visiting the Retirement Plans’ website at http://resources.hewitt.com/homedepot.

(d) Price.  Designate on the election form the price or prices at which you are willing to tender your Plan Shares. In the alternative, you may maximize the chance of Home Depot purchasing the Plan Shares you tender by electing to accept whatever price Home Depot determines as the Tender Offer purchase price pursuant to the Tender Offer terms and conditions (the “Purchase Price”). Please note that the latter action may result in you receiving a price as low as $39.00 per share.

(e) Signature.  You must SIGN the election form to complete your instruction. Unless you sign the election form, your direction cannot be honored and the election form will be ineffective even if it is timely received by the Trustee.

(f) Mailing.  We have enclosed a postage-paid pre-addressed return envelope with your tender materials. You may use this postage-paid pre-addressed envelope to return your completed election form if you wish to have the Trustee tender your Plan Shares.

Please be precise in providing your instruction and please act PROMPTLY.

IF YOU DO NOT WISH TO TENDER ANY PLAN SHARES, TAKE NO ACTION.

5.   How do I send instructions to the Trustee?

Please return your instructions PROMPTLY, recognizing the slow delivery time inherent in the U.S. mail. You may mail your election form to the Trustee in the postage-paid pre-addressed reply envelope that has been provided for this purpose. Alternatively, you may send your instruction by regular, certified or registered mail, or by overnight delivery, to Ellen Philip Associates, 134 West 26th Street, New York, NY 10001. DO NOT DELIVER YOUR INSTRUCTIONS TO YOUR HUMAN RESOURCES DEPARTMENT OR TO YOUR BENEFITS ADMINISTRATOR.

6.   Must I provide directions to the Trustee?

You must respond IF you wish the Trustee to tender any of your Plan Shares. IF YOU DO NOT WISH TO TENDER ANY OF YOUR PLAN SHARES, DO NOTHING. If you do nothing, you will be deemed to have instructed the Trustee not to tender any of the Plan Shares held for your benefit.

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7.   How many Plan Shares may I tender and how do I learn the number of Plan Shares held for my benefit in the Retirement Plan?

You may tender a percentage (up to 100%) of the Plan Shares allocated to your Retirement Plan account as of the expiration date of the Tender Offer, currently scheduled to occur on August 16, 2007 (unless it is extended). The number of Plan Shares held in your Retirement Plan account is calculated by dividing the value of your Retirement Plan account allocated to the Home Depot Stock Fund under the Retirement Plan by the New York Stock Exchange closing price of Home Depot’s common stock on a particular day. You may obtain information about the number of Plan Shares allocated to your Retirement Plan account by calling the Benefits Choice Center at 1-800-555-4954, or by visiting the Retirement Plan’s website at http://resources.hewitt.com/homedepot.

IF YOU WISH TO TENDER PORTIONS OF YOUR PLAN SHARES AT DIFFERENT PRICES, YOU MUST IDENTIFY THE PERCENTAGE OF YOUR PLAN SHARES YOU WISH TO TENDER AT EACH SPECIFIC PRICE YOU WISH TO INSTRUCT THE TRUSTEE TO TENDER YOUR PLAN SHARES.

8.   Why must I direct the tender of Plan Shares allocated to my Retirement Plan account by percentage, rather than designating a set number of shares?

A percentage designation allows the Trustee to take into account transactions involving Plan Shares that might be effected after you complete and send your election form to the Trustee, such as additional contributions, exchanges or distributions of shares. The percentage designation allows the Trustee to tender your shares based on the actual number of shares in your Retirement Plan account as of the date of such tender.

9.   What if I have shares in my Retirement Plan account AND hold shares outside of the Retirement Plan?

If you have shares in one of the Retirement Plans and also own other shares (either in your possession or held by a bank or brokerage firm, or otherwise) outside of the Retirement Plan, you will receive two or more sets of Tender Offer materials. You should be careful to follow the different instructions that apply for tendering each kind of shares.

10.   Who will know whether I tendered my Plan Shares?

Your directions to the Trustee will be kept CONFIDENTIAL by the Trustee. No Home Depot employee, officer or director will learn of your instruction unless such disclosure is required by law.

11.   Can I change my mind and direct the Trustee to withdraw Plan Shares that I previously directed the Trustee to tender?

Yes, but only if you perform ALL of the following steps:

(a) You must send a completed and signed copy of the enclosed NOTICE OF WITHDRAWAL to the Trustee.

(b) The notice of withdrawal must set forth your name and social security number and it must state that you are directing the Trustee to withdraw all Plan Shares that you previously directed the Trustee to tender on your behalf.

(c) The Trustee must receive the notice of withdrawal before 5:00 p.m., New York City time, on August 14, 2007 (unless the Tender Offer is extended, in which case, such notice must be received by no later than 5:00 p.m., New York City time, on the date that is two business days before the new expiration date).

12.   Can I direct the Trustee to re-tender my Plan Shares?

Yes. If, after directing the Trustee to withdraw your previously tendered Plan Shares, you wish to direct the Trustee to re-tender your Plan Shares (or any portion thereof), you must complete another election form and return it to the Trustee by 5:00 p.m., New York City time, on August 14, 2007 (unless the offer is extended, in which case the deadline for receipt of your election form will be extended until 5:00 p.m. on the date that is two (2) business days before the new expiration date). You may request additional copies of the election form by calling the Benefits Choice Center at 1-800-555-4954.

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13.   Will I still be entitled to receive the forthcoming dividends on the shares that I tender?

No. Shares that are sold to Home Depot pursuant to the Tender Offer will not be entitled to receive the third quarter dividend unless the expiration date of the Tender Offer is extended past the record date for such dividend.

14.   Will Home Depot purchase all Plan Shares that I direct the Trustee to tender?

The answer to this question depends on the total number of shares validly tendered (and not validly withdrawn) by all tendering shareholders at or below the purchase price, and the price or prices at which you direct the Trustee to tender your shares. If you tender your Plan Shares at a price above the purchase price determined by Home Depot pursuant to the Tender Offer terms and conditions, Home Depot will not purchase your Plan Shares. If you tender your Plan Shares at or below the purchase price or you instruct the Trustee to tender your Plan Shares at whatever purchase price Home Depot determines pursuant to the Tender Offer terms and conditions, then Home Depot will purchase your Plan Shares subject to the proration provisions of the Tender Offer. See Q&A #1 for a description of how the proration process works. See also Section 1 of the Offer to Purchase for a description of the “odd lot” preference.

Please note that the Retirement Plan is prohibited by law from selling Plan Shares to Home Depot for a price that is less than the prevailing market price of Home Depot’s common stock. Accordingly, if you elect to tender Plan Shares at a price that is lower than the closing price of the Home Depot’s common stock on the date the Tender Offer expires, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Home Depot’s common stock on the New York Stock Exchange on the date the Tender Offer expires. This could result in none of your Plan Shares being accepted for purchase by Home Depot. Similarly, if you elect to maximize the chance of having Home Depot purchase shares that you are instructing the trustee to tender by checking box 2 of the election form and the closing price of the Home Depot’s common stock on the New York Stock Exchange on the date the Tender Offer expires is within the range of prices set forth on the election form, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Home Depot’s common stock on the New York Stock Exchange on the date the Tender Offer expires. If the closing price of Home Depot’s common stock on the date the Tender Offer expires is greater than the maximum price available in the Tender Offer, none of the Plan Shares will be tendered and your tender will be deemed to have been withdrawn.

Plan Shares held in your Retirement Plan account that are tendered but not purchased by Home Depot will remain in your Retirement Plan account as if nothing had happened, subject to the rules and provisions governing the Retirement Plan.

15.   What if I have questions about the Tender Offer relating to the Retirement Plans?

Please contact the Benefits Choice Center at 1-800-555-4954 with any specific questions about the terms and conditions of the Tender Offer as it relates to your FutureBuilder account or how to tender your Plan Shares. Please contact D. F. King & Co., Inc., the information agent for the Tender Offer, at 1-800-628-8536 with any general questions about the terms and conditions of the Tender Offer.

16.   How will I know if Home Depot has purchased my Plan Shares?

The purchase will be reflected in your Retirement Plan account as a transfer of the tendered shares, with the tender proceeds going into the Equity Index Fund (the “Default Fund”). You will receive a confirmation statement in the mail 5 to 7 days after this exchange takes place in your Retirement Plan account. The statement you receive will set forth the number of Plan Shares purchased in the Tender Offer, the price you received for those shares, and the market value of those shares.

OPERATION OF THE RETIREMENT PLAN DURING THE TENDER OFFER

17.   What happens to contributions to my Retirement Plan account that are made after July 10, 2007?

Contributions made to your Retirement Plan account after July 10, 2007 (including any contributions made to your Home Depot Stock Fund Account) will be allocated as usual, in accordance with the sources of the contributions and,

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where applicable, your investment directions in effect at the time of your contribution, including any direction to invest such contributions in Plan Shares. Although the contributions will continue to be allocated during the Tender Offer, only the Plan Shares in your Retirement Plan account on August 15, 2007 at 4:00 p.m., New York City time, are subject to the Tender Offer.

18.   How will my Retirement Plan account be affected by the Tender Offer?

Due to the administration of the Tender Offer, Retirement Plan participants who direct the tender of all or a portion of their Plan Shares will be subject to limitations on certain transactions involving both tendered and non-tendered Plan Shares in their Retirement Plan accounts. These limitations are described in the section of this notice labeled “Important Note on Retirement Plan Blackout Period”. The Blackout Period during which these limitations apply begins at 4:00 p.m., New York City time, on August 15, 2007. Please read the “Important Note on Retirement Plan Blackout Period” on page 7 and evaluate the appropriateness of your current investment decisions in light of these limitations.

Retirement Plan participants who do not submit a Tender Offer for any portion of their Plan Shares will not be subject to the limitations described in the “Important Note on Retirement Plan Blackout Period.”

19.   What happens if I request a distribution, withdrawal or reallocation following the announcement of the Tender Offer but before the Blackout Period starts?

Distributions and withdrawals from the Retirement Plan and transfers into or out of your Retirement Plan account will be processed in accordance with normal procedures prior to the start of the Blackout Period. However, as indicated above, no transactions involving your Plan Shares will occur during the Blackout Period.

20.   Will I be taxed on any proceeds received in 2007 from the shares that I tender from my Retirement Plan account?

No. Because Tender Offer proceeds received from Plan Shares will be received by and held in your Retirement Plan, they will not be subject to current income taxes.

REINVESTMENT OF TENDER OFFER PROCEEDS

21.   How will the Retirement Plans invest the proceeds received from the Plan Shares that are tendered?

If you have directed the Trustee to tender any Plan Shares held by the Trustee for your benefit, the Trustee will transfer the tender proceeds to the Default Fund. Once the proceeds are in your Default Fund, you will be able to move such tender proceeds at your own discretion to other investment funds of your choosing within the Retirement Plans.

CERTAIN TAX INFORMATION

Special tax rules apply to certain distributions from a Retirement Plan that consist, in whole or in part, of shares. Generally, taxation of net unrealized appreciation (“NUA”), an amount equal to the excess of the value of such shares at distribution over the cost or other basis of such shares (limited, in the case of distributions that do not qualify for lump sum treatment, to shares deemed purchased by nondeductible employee contributions) will be deferred until the shares are sold, or otherwise disposed of in a taxable transaction, following distribution. Moreover, if shares are disposed of before a distribution, as would be the case in the Tender Offer, and the proceeds of such disposition are reinvested in Plan Shares within 90 days of the disposition, the cost or other basis of such newly acquired Plan Shares for NUA purposes will generally be the cost or other basis of the tendered Plan Shares.

On the other hand, if the cash proceeds receivable upon the tender of Plan Shares are not reinvested in Plan Shares within 90 days of the disposition of the tendered Plan Shares, the opportunity to retain for NUA purposes the cost or other basis of the tendered Plan Shares, and the tax-deferral treatment of the NUA calculated in reference to such basis, will be lost.

Puerto Rico taxation rules are different than the U.S. rules. Generally, the portion of a lump sum distribution from a retirement plan consisting of shares is not taxed at the time of distribution. When determining gain or loss upon the

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subsequent sale or disposition of the shares, the taxpayer’s tax basis in the shares will be zero. If the proceeds from your tendered Plan Shares are reinvested in Plan Shares at any time before you take a distribution from the plan, the opportunity for tax-deferral on the distribution of the shares will be maintained, but if the proceeds are not reinvested in shares before distribution, such opportunity will be lost.

The foregoing is only a brief summary of complicated provisions of the Internal Revenue Code and the Puerto Rico Internal Revenue Code. We strongly urge you to consult with your tax advisor regarding the issues described above.

IMPORTANT NOTE ON RETIREMENT PLAN BLACKOUT PERIOD

If you tender all or a portion of your Plan Shares, you will be temporarily unable to conduct certain Retirement Plan transactions involving both tendered and non-tendered Plan Shares in your Retirement Plan account. The period during which you cannot conduct these Retirement Plan transactions is called a “Blackout Period.” During the Blackout Period, you will be unable to direct investments or distributions or otherwise transfer amounts out of the portion of your Retirement Plan account invested in Plan Shares. Whether or not you are planning retirement in the near future, you should carefully consider how this Blackout Period may affect your retirement planning, as well as your overall financial plan.

The Blackout Period begins at 4:00 p.m., New York City time, on August 15, 2007. If Home Depot does not accept your tender, the Blackout Period is expected to end on the next business day after Home Depot gives notice to the public of the price that it will pay for the tendered shares, which is expected to occur during the week of August 27, 2007. If your tender is accepted, the Blackout Period is expected to end on the next business day following the day that the Trustee is in receipt of the tender proceeds from Home Depot, which is also expected to occur during the week of August 27, 2007. The tender proceeds will be deposited into the Default Fund on the same day that the proceeds are received from Home Depot and you will be able to direct all aspects of your account, including moving the tender proceeds out of the Default Fund into any other investment fund available under the Retirement Plan, and conducting any transactions in the Home Depot Stock Fund portion of your Retirement Plan account the following business day. You can determine whether the Blackout Period has started or ended by calling the Benefits Choice Center at 1-800-555-4954.

During the Blackout Period, you will be unable to obtain loans, withdrawals or distributions from, or direct or diversify the investment of, the portion of your Retirement Plan account invested in Plan Shares. For this reason, it is very important that you review and consider the appropriateness of your current investments and Retirement Plan elections in light of your inability to obtain loans, withdrawals or distribution or to direct or diversify your investment in the portion of your Retirement Plan account invested in Plan Shares during the Blackout Period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income, and investments. You should be aware that there is a risk to holding substantial portions of your assets in the Home Depot Stock Fund, as individual stocks — including Home Depot common stock — tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you will not be able to direct the sale of such stocks from your account during the Blackout Period.

If you have any questions concerning the Blackout Period, you should contact the Benefits Choice Center at 1-800-555-4954.

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EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

NOTICE OF WITHDRAWAL

THE HOME DEPOT, INC. TENDER OFFER
FOR PARTICIPANTS IN
THE HOME DEPOT FUTUREBUILDER
AND
THE HOME DEPOT FUTUREBUILDER FOR PUERTO RICO

To: The Northern Trust Company, Trustee:

As a participant in one of the above-referenced plans, I hereby instruct the Trustee to withdraw from the tender offer all Plan shares that I previously instructed the Trustee to tender on my behalf, pursuant to the offer to purchase by The Home Depot, Inc.

Signature	Date
Please print name clearly	Social Security Number
Address:
	Daytime Phone Number

Mail this withdrawal notice promptly to:
Ellen Philip Associates
Plan Tabulator
134 West 26th Street
New York, NY 10001

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

ELECTION FORM
THE HOME DEPOT FUTUREBUILDER AND
THE HOME DEPOT FUTUREBUILDER FOR PUERTO RICO
(the “Retirement Plans”)
Your election must be received no later than 5:00 p.m., New York City time, on
August 14, 2007, to be included in the tabulation, unless the tender offer is extended.

In accordance with The Home Depot, Inc. Offer to Purchase dated July 10, 2007, a copy of which I have received, I hereby instruct The Northern Trust Company, the Trustee of the Retirement Plans, to tender or not to tender shares of The Home Depot, Inc. common stock allocated to my Retirement Plan account prior to the expiration of such Offer to Purchase, as follows:

o  1. I DO NOT WANT TO TENDER SHARES

o  2. By writing a percentage of shares allocated to my Retirement Plan account in one or more of the spaces below, I elect to tender shares at the price(s) indicated. This action could result in none of the shares being purchased if the purchase price for the shares is less than the price(s) selected. If the purchase price for the shares is equal to or greater than the price(s) selected, then the shares purchased by The Home Depot, Inc. (the “Company”) will be purchased at the purchase price indicated, subject to the terms of the Offer to Purchase. By writing a percentage on the % line at TBD, I WANT TO MAXIMIZE the chance of having the Company purchase all of the shares I have instructed the Trustee to tender. Accordingly, by writing a percentage on the line at TBD, I am willing to accept the purchase price determined by the Company pursuant to the Tender Offer (as defined in the Offer to Purchase). I understand that this action could result in receiving a price per share as low as $39.00.

Note: The sum of the percentages you write in must not exceed 100%. If the sum of all such
percentages exceeds 100%, none of the shares allocated to your account will be tendered.

% at $TBD	% at $39.75	% at $40.75	% at $41.75	% at $42.75	% at $43.75
% at $39.00	% at $40.00	% at $41.00	% at $42.00	% at $43.00	% at $44.00
% at $39.25	% at $40.25	% at $41.25	% at $42.25	% at $43.25
% at $39.50	% at $40.50	% at $41.50	% at $42.50	% at $43.50

Because you are designated a “named fiduciary” for tender offer purposes under your Retirement Plans, the Trustee is required to follow your validly delivered instructions, provided they are in accordance with the terms of the Retirement Plans in question and are not inconsistent with its responsibilities under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). By signing, dating and returning the instruction form, you accept this designation under the applicable Retirement Plan as a “named fiduciary” and that the adjustment to your instructions described below may be made by the Trustee.

The Retirement Plans are prohibited by law from selling your shares to The Home Depot, Inc. (the “Company”) for a price that is less than the prevailing market price of the Company’s common stock. If you elect to tender Plan Shares at a price that is lower than the closing price of the Company’s common stock on the date the tender offer expires, the tender price you elected above will be deemed to have increased to the closest tender price that is not less than the closing price of the Company’s common stock on the New York Stock Exchange on the date the tender offer expires. This adjustment could result in none of your shares being accepted for purchase by the Company. If you elect to maximize the chance of having the Company purchase your shares by completing the line at TBD on the election form above and the closing price of the Company’s common stock on the New York Stock Exchange on the date the tender offer expires is within the range of prices set forth on the election form, the tender price you elected will be deemed to have increased to the closest tender price that is not less than the closing price of the Company’s common stock on the date the tender offer expires. If the closing price of the Company’s common stock on the date the tender offer expires is greater than the maximum price available in the tender offer, none of the shares will be tendered pursuant to your tender instruction above and your instruction will be deemed to have been withdrawn.

SIGNATURE ­ ­ , 2007
DATE

Incorrectly completed or unsigned forms will be discarded in the Tender Offer.

EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

LETTER FROM SUN LIFE ASSURANCE COMPANY OF CANADA
TO PARTICIPANTS IN THE
HOME DEPOT OF CANADA INC. RETIREMENT INCOME PLAN

July 10, 2007

Dear Plan Participant:

On July 10, 2007, The Home Depot, Inc. (the “Company”) commenced an offer to purchase for cash up to 250 million shares of the common stock of the Company, $0.05 par value per share, at a price not greater than $44.00 U.S. per share nor less than $39.00 U.S. per share, net to the seller in cash, without interest, upon the terms and subject to the conditions described in the Offer to Purchase (the “Tender Offer”). A copy of the Retirement Plan Participant Q&A, the Retirement Plan Election Form, and the Retirement Plan Participant Withdrawal Notice are enclosed with this letter. The Company has requested that a copy of the Offer to Purchase be included as well, and you are urged to examine the Tender Offer carefully.

As a participant in the Home Depot of Canada Inc. Retirement Savings Plan or the Home Depot of Canada Inc. Deferred Profit Sharing Plan (collectively, the “Home Depot of Canada Inc. Retirement Income Plan” or the “Retirement Plan”), you have the right to instruct Sun Life Assurance Company of Canada (“Sun Life”), who holds the common stock of The Home Depot, Inc. in The Home Depot Stock Fund under the Retirement Plan, to tender any units of the fund (representing shares of common stock of the Company allocated to your Retirement Plan accounts and, for the remainder of this document, referred to as “Plan Shares”).

If, after reading the enclosed materials, you want to tender your Plan Shares, you must follow the instructions contained in this letter, fill out and sign the Retirement Plan Election Form enclosed, and mail the form in the enclosed envelope to Computershare (the Depositary for the Offer). If you do not wish to use the enclosed envelope, you may also mail your election form via First Class Mail directly to:

Computershare, Inc.
P.O. Box 859208
Braintree, MA 02185-9208
Attn: Voluntary Dept.

Neither Sun Life, the Company, the Company’s Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent is making any recommendation to you as to whether to tender or refrain from tendering your Plan Shares or as to the price or prices at which you may choose to tender your Plan Shares. You must make your own decision as to whether to tender your Plan Shares and, if so, how many Plan Shares to tender and the price or prices at which you will tender them. If you do elect to tender Plans Shares and such shares are accepted in the Tender Offer, any proceeds received in respect of such Plan Shares will be invested in the McLean Budden Canadian Equity Value Fund and will remain in the Retirement Plan; provided, however you may elect to redirect the proceeds to any of the other available investments under the Retirement Plan at any time once the proceeds have been allocated to your account under the Retirement Plan.

If you are also a direct shareholder of the Company or hold shares through another eligible Company benefit plan, you will receive under separate cover another copy (or copies) of the Tender Offer documents which must be used to tender your directly-owned shares or shares held through another eligible Company benefit plan if you choose to do so. Instructions with respect to tendering your directly-held shares or shares held under another eligible Company benefit plan will be set forth in those materials.

Sun Life has the sole authority under the Retirement Plan to tender Plan Shares as described herein. However, each participant or beneficiary, including you, must decide whether or not to instruct Sun Life to offer the Plan Shares allocated to your account under the Retirement Plan for sale in accordance with the terms of the Tender Offer. Sun Life will not act without your instructions.

If valid instructions to tender Plan Shares are not received by 5:00 p.m., New York City time, on August 13, 2007, unless the Company extends the Offer in which case valid instructions to tender Plan Shares must be received by 5:00 p.m., New York City time, on the date that is three (3) business days prior to the Expiration Time, the Plan Shares allocated to your Retirement Plan account will not be tendered. Please note that your instructions as to whether or not you tender will be kept confidential from the Company.  You also may request Sun Life to withdraw any tender instruction you have previously submitted, as long as you do so prior to 5:00 p.m., New York City time, on August 13, 2007 by delivering a withdrawal notice to Computershare. If the tender offer is extended, then you must ensure that Computershare receives any withdrawal notice or election forms that you send by 5:00 p.m., New York City time, on the date that is three (3) business days before the new expiration date.  Any request to withdraw the information sent to Computershare must (i) specify the name of the participant or beneficiary who has made the instruction that is being withdrawn, and (ii) be signed by the participant or beneficiary in the same manner as the original signature on the Election Form by which the instruction that is being withdrawn was made.  

SUN LIFE ASSURANCE COMPANY OF CANADA

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QUESTIONS AND ANSWERS WITH RESPECT TO TENDER RIGHTS
OF PARTICIPANTS IN THE
HOME DEPOT OF CANADA INC. RETIREMENT INCOME PLAN

1.   What is the Tender Offer?

On July 10, 2007, The Home Depot, Inc. (“Home Depot”) commenced an offer to purchase up to 250 million shares of its common stock, $0.05 par value per share, at a price not greater than $44.00 U.S. per share nor less than $39.00 U.S. per share, net to the seller in cash, without interest, upon the terms and subject to the conditions described in the Offer to Purchase (the “Tender Offer”). This Tender Offer will be open from July 10, 2007 until it expires at 5:00 p.m., New York City time, on August 16, 2007, unless Home Depot extends the Tender Offer. Any extension of the Tender Offer will be made in accordance with the procedures described in the Offer to Purchase.

Participants in the Home Depot of Canada Inc. Registered Retirement Savings Plan and the Home Depot of Canada Inc. Deferred Profit Sharing Plan (collectively, the “Home Depot of Canada Inc. Retirement Income Plan” or the “Retirement Plan”), currently administered by Sun Life Assurance Company of Canada (“Sun Life”), who hold units of the Home Depot Stock Fund (representing shares of common stock of the Company allocated to your Retirement Plan accounts and for the remainder of this document referred to as “Plan Shares”) may tender (i.e., offer to sell) these Plan Shares by (i) so indicating on the enclosed election form and (ii) returning the form to Sun Life Assurance Company of Canada via Computershare, Inc. (“Computershare”), the Depositary for the Tender Offer at the address shown in Q&A #4. A PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR THE PURPOSE OF RETURNING YOUR ELECTION FORM. YOU SHOULD MAIL YOUR COMPLETED ELECTION FORM TO COMPUTERSHARE IN AMPLE TIME TO ENSURE THAT IT IS RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 13, 2007, OR IF EXTENDED, BY THE DATE THAT IS THREE BUSINESS DAYS BEFORE THE NEW EXPIRATION DATE.

Home Depot will, upon the terms and subject to the conditions of the Tender Offer, determine a single per share price, neither greater than $44.00 U.S. per share nor less than $39.00 U.S. per share, that it will pay for shares validly tendered pursuant to the Tender Offer and not validly withdrawn, taking into account the number of shares tendered and the prices specified by tendering shareholders. Home Depot will select the lowest purchase price (in multiples of $0.25) that will allow it to purchase 250 million shares or, if a lesser number of shares are validly tendered, such lesser number as are validly tendered and not validly withdrawn. Home Depot also reserves the right, in its sole discretion, to purchase up to an additional 2% of its outstanding shares (or approximately 39.5 million shares) without extending the Tender Offer, subject to applicable legal requirements. All shareholders whose shares Home Depot purchases in the Tender Offer will receive the same purchase price per share.

Upon the terms and subject to the conditions of the Tender Offer, if more than 250 million shares, or such greater number of shares as Home Depot may elect to purchase, subject to applicable law, have been validly tendered and not validly withdrawn prior to the expiration time, Home Depot will purchase validly tendered shares on the basis set forth below:

•  First, upon the terms and subject to the conditions of the Tender Offer, Home Depot will purchase all shares tendered by any person who owns beneficially or of record a total of fewer than 100 shares who tender all shares thereby.

•  Second, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, Home Depot will purchase all other shares tendered at prices at or below the purchase price on a pro rata basis with appropriate adjustment to avoid purchases of fractional shares.

•  Third, if necessary to permit it to purchase 250 million shares (or such greater number of shares as Home Depot may elect to purchase, subject to applicable law), shares conditionally tendered at or below the purchase price (for which the condition was not initially satisfied) and not validly withdrawn will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

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As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Tender Offer may not be purchased. In addition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible that none of those shares will be purchased. Participants in the Retirement Plan are not considered “odd lot” holders because the Retirement Plan will aggregate all of the shares in a single tender submission.

The terms and conditions of the Tender Offer are fully described in the enclosed Offer to Purchase. PLEASE READ THE OFFER TO PURCHASE CAREFULLY.

2.   What are my rights under the Tender Offer?

The Retirement Plan’s records indicate that Plan Shares are allocated to your account. You may tender some or all of these shares. Sun Life has the sole authority under the Retirement Plan to tender Plan Shares as described herein. However, under the terms of the Retirement Plan, each participant or beneficiary, including you, must instruct Sun Life to offer the Plan Shares allocated to your account under the Retirement Plan for sale in accordance with the terms of the Tender Offer. Sun Life will not act without those instructions.

YOU MUST DIRECT SUN LIFE IF YOU WANT TO TENDER YOUR PLAN SHARES AND, IF YOU DIRECT SUN LIFE TO TENDER YOUR PLAN SHARES, YOU MUST INDICATE AT WHICH PRICE OR PRICES YOU WANT SUN LIFE TO TENDER THEM. SUN LIFE WILL TENDER YOUR PLAN SHARES ONLY IF SPECIFICALLY INSTRUCTED. IF YOU DO NOT RESPOND USING THE ENCLOSED ELECTION FORM, YOU WILL BE DEEMED TO HAVE INSTRUCTED SUN LIFE NOT TO TENDER ANY OF YOUR PLAN SHARES UNDER THE TENDER OFFER, AND YOUR PLAN SHARES WILL REMAIN INVESTED IN THE HOME DEPOT STOCK FUND.

3.   Which documents did I receive in the Tender Offer materials and what is the purpose of each document?

The following materials are enclosed in this mailing:

(a) Letter from Home Depot.  This letter informs you that Home Depot is making the Tender Offer.

(b) Letter from Sun Life Assurance Company of Canada.  This letter gives you details for participating in the Tender Offer with respect to the Plan Shares in your Retirement Plan account.

(c) Offer to Purchase, dated July 10, 2007.  Home Depot has requested that a copy of the Offer to Purchase be included as well. This document describes all of the terms and conditions of the Tender Offer. PLEASE READ THIS DOCUMENT CAREFULLY.

(d) Election Form.  YOU MUST COMPLETE, SIGN AND MAIL THIS DOCUMENT TO COMPUTERSHARE IN THE ENCLOSED PRE-ADDRESSED ENVELOPE IF YOU WISH TO DIRECT SUN LIFE TO TENDER SOME OR ALL OF YOUR PLAN SHARES. IF YOU FAIL TO COMPLETE, SIGN OR TIMELY MAIL THE ELECTION FORM SO THAT COMPUTERSHARE RECEIVES IT BY 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 13, 2007, YOU WILL BE DEEMED TO HAVE INSTRUCTED SUN LIFE NOT TO OFFER ANY OF YOUR PLAN SHARES FOR SALE UNDER THE TENDER OFFER. YOU MUST USE THE ELECTION FORM IF YOU WISH TO DIRECT A TENDER OF YOUR PLAN SHARES.

(e) Reply Envelope.  A pre-addressed envelope is provided for your convenience. If you decide to tender some or all of your Plan Shares, you may use this envelope to mail the completed election form to Computershare. You should mail the election form in ample time to ensure that Computershare receives it by 5:00 P.M., New York City time, on August 13, 2007, unless the Tender Offer is extended, in which case such notice must be received by no later than 5:00 p.m., New York City time, on the date that is three business days before the new expiration date.

(f) Notice of Withdrawal.  This form can be used to withdraw a Tender Offer. See Q&A #11 below for additional information.

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4.   How do I give direction to Sun Life?

The only way that you can instruct Sun Life to tender your Plan Shares is by completing the election form as described, signing it and returning it to Computershare. You may do this by using the pre-addressed envelope provided for this purpose. Alternatively, you may send your instruction to:

By First Class Mail	By Registered, Certified, Express or Overnight Delivery
Computershare, Inc. P.O. Box 859208 Braintree, MA 02185-9208 Attn: Voluntary Dept.	Computershare, Inc. 161 Bay State Dr. Braintree, MA 02184 Attn: Voluntary Dept.

COMPUTERSHARE MUST RECEIVE THE TENDER ELECTION FORM BEFORE 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 13, 2007 (UNLESS THE TENDER OFFER IS EXTENDED, IN WHICH CASE SUCH NOTICE MUST BE RECEIVED BY NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE DATE THAT IS THREE BUSINESS DAYS BEFORE THE NEW EXPIRATION DATE ). YOU MUST SIGN AND COMPLETE THE ELECTION FORM FOR YOUR TENDER INSTRUCTION TO BE VALID.

TO VALIDLY DIRECT SUN LIFE TO TENDER PLAN SHARES ON YOUR BEHALF YOU MUST:

(a) Instructions.  Read carefully and follow exactly the instructions in (i) the Letter from Sun Life Assurance Company of Canada and (ii) the election form. These documents will tell you how to direct Sun Life regarding your Plan Shares.

(b) Election form.  Complete the enclosed election form.

(c) Shares.  Designate on the election form the percentage of your Plan Shares you wish to be tendered. You may obtain information about the number of shares allocated to your account by calling Sun Life Assurance Company of Canada at 1-866-733-8612 or by visiting the Retirement Plan’s website at www.sunlife.ca.

(d) Price.  Designate on the election form the price or prices at which you are willing to tender your Plan Shares. In the alternative, you may maximize the chance of Home Depot purchasing the Plan Shares you tender by electing to accept whatever price Home Depot determines as the Tender Offer purchase price pursuant to the Tender Offer terms and conditions (the “Purchase Price”). Please note that the latter action may result in you receiving a price as low as $39.00 per share.

(e) Signature.  You must SIGN the election form to complete your instruction. Unless you sign the election form, your direction cannot be honored and the election form will be ineffective even if it is timely received by Computershare.

(f) Mailing.  We have enclosed a pre-addressed return envelope with your tender materials. You may use this pre-addressed envelope to return your completed election form if you wish to have Sun Life tender your Plan Shares.

Please be precise in providing your instruction and please act PROMPTLY.

IF YOU DO NOT WISH TO TENDER ANY PLAN SHARES, TAKE NO ACTION.

5.   How do I send instructions to Computershare?

Please return your instructions PROMPTLY, recognizing the slow delivery time inherent in the mail system. You may mail your election form to Computershare in the pre-addressed reply envelope that has been provided for this purpose. Alternatively, you may send your instruction by First Class Mail to Computershare, Inc. P.O. Box 859208, Braintree, MA 02185-9208, Attn: Voluntary Dept.

DO NOT DELIVER YOUR INSTRUCTIONS TO YOUR HUMAN RESOURCES DEPARTMENT OR TO YOUR BENEFITS ADMINISTRATOR.

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6.   Must I provide directions to Sun Life?

You must respond IF you wish Sun Life to tender any of your Plan Shares. IF YOU DO NOT WISH TO TENDER ANY OF YOUR PLAN SHARES, DO NOTHING. If you do nothing, you will be deemed to have instructed Sun Life not to tender any of the Plan Shares held for your benefit.

7.   How many Plan Shares may I tender and how do I learn the number of Plan Shares held for my benefit in the Retirement Plan?

You may tender a percentage (up to 100%) of the Plan Shares allocated to your Retirement Plan account as of the expiration date of the Tender Offer, currently scheduled to occur on August 16, 2007 (unless it is extended). The number of Plan Shares in your Retirement Plan account is equal to the number of units you hold in the Home Depot Stock Fund in your Retirement Plan account. You may obtain information about the number of Plan Shares allocated to your Retirement Plan account by calling Sun Life at 1-866-733-8612, or by visiting the Retirement Plan’s website at www.sunlife.ca.

IF YOU WISH TO TENDER PORTIONS OF YOUR PLAN SHARES AT DIFFERENT PRICES, YOU MUST IDENTIFY THE PERCENTAGE OF YOUR PLAN SHARES THAT YOU WISH TO TENDER AT EACH SPECIFIC PRICE FOR WHICH YOU WISH TO INSTRUCT SUN LIFE TO TENDER YOUR PLAN SHARES.

8.   Why must I direct the tender of Plan Shares allocated to my Retirement Plan account by percentage, rather than designating a set number of shares?

A percentage designation allows Sun Life to take into account transactions involving Plan Shares that might be processed after you complete and send your election form, such as additional contributions, inter-fund transfers or withdrawals of shares. The percentage designation allows Sun Life to tender your shares based on the actual number of shares in your Retirement Plan account as of August 14, 2007.

9.   What if I have Plan Shares in my Retirement Plan account AND hold shares outside of the Retirement Plan?

If you have Plan Shares in the Retirement Plan and also own other shares (either in your possession or held by a bank or brokerage firm, or otherwise) outside of the Retirement Plan, you will receive two or more sets of Tender Offer materials. You should be careful to follow the different instructions that apply for tendering each kind of shares.

10.   Who will know whether I tendered my Plan Shares?

Your directions to Sun Life will be kept CONFIDENTIAL. No Home Depot employee, officer or director will learn of your instruction unless such disclosure is required by law.

11.   Can I change my mind and direct Sun Life to withdraw Plan Shares that I previously directed Sun Life to tender?

Yes, but only if you perform ALL of the following steps:

(a) You must send a completed and signed copy of the enclosed NOTICE OF WITHDRAWAL to Sun Life via Computershare at the address set forth above.

(b) The notice of withdrawal must set forth your name and it must state that you are directing Sun Life to withdraw all Plan Shares that you previously directed Sun Life to tender on your behalf.

(c) Computershare must receive the notice of withdrawal before 5:00 p.m., New York City time, on August 13, 2007 (unless the Tender Offer is extended, in which case such notice must be received no later than 5:00 p.m., New York City time, on the date that is three (3) business days before the new expiration date).

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12.   Can I direct Sun Life to re-tender my Plan Shares?

Yes. If, after directing Sun Life to withdraw your previously tendered Plan Shares, you wish to direct Sun Life to re-tender your Plan Shares (or any portion thereof), you must complete another election form and return it to Computershare by 5:00 p.m., New York City time, on August 13, 2007 (unless the offer is extended, in which case the deadline for receipt of your election form will be extended until 5:00 P.M. on the date that is three (3) business days before the new expiration date). You may request additional copies of the election form by calling Computershare Inc. at 1-800-843-2150.

13.   Will I still be entitled to receive the forthcoming dividends on the Plan Shares that I tender?

No. Shares that are sold to Home Depot pursuant to the Tender Offer will not be entitled to receive the third quarter dividend unless the expiration date of the Tender Offer is extended past the record date for such dividend.

14.   Will Home Depot purchase all Plan Shares that I direct Sun Life to tender?

The answer to this question depends on the total number of shares validly tendered (and not validly withdrawn) by all tendering shareholders at or below the purchase price, and the price or prices at which you direct Sun Life to tender your shares. If you tender your Plan Shares at a price above the purchase price determined by Home Depot pursuant to the Tender Offer terms and conditions, Home Depot will not purchase your Plan Shares. If you tender Plan Shares at or below the purchase price or you instruct Sun Life to tender your Plan Shares at whatever purchase price Home Depot determines pursuant to the Tender Offer terms and conditions, then Home Depot will purchase your Plan Shares subject to the proration provisions of the Tender Offer. See Q&A #1 for a description of how the proration process works. See also Section 1 of the Offer to Purchase for a description of the “odd lot” preference.

15.   What if I have questions about the Tender Offer?

Please contact D. F. King & Co., Inc., the information agent for the Tender Offer, at (800) 628-8536 with any questions about the terms and conditions of the Tender Offer or how to tender your Plan Shares.

16.   How will I know if Home Depot has purchased my Plan Shares?

The purchase will be reflected in your Retirement Plan account as a transfer of the tendered shares, with the tender proceeds going into the McLean Budden Canadian Equity Value Fund (the “Default Fund”) under the Retirement Plans. This transaction can be viewed through the Sun Life web-site and will also be reported in your next statement you receive and will set forth the number of Plan Shares purchased in the Tender Offer, the price you received for those shares, and the market value of those shares.

OPERATION OF THE RETIREMENT PLAN DURING THE TENDER OFFER

17.   What happens to contributions to my Retirement Plan account that are made after July 10, 2007?

Contributions made to your Retirement Plan account after July 10, 2007 (including any contributions made to the Home Depot Stock Fund) will be allocated as usual, in accordance with the source of the contributions and, where applicable, your investment instructions in effect at the time of your contribution, including any direction to invest such contributions in Plan Shares. Although your contributions will continue to be allocated during the Tender Offer, only the Plan Shares in your Retirement Plan account on August 14, 2007 may be tendered in the Tender Offer.

18.   How will my Retirement Plan account be affected by the Tender Offer?

Plan Shares will be deemed withdrawn from your account on August 14, 2007 (the date that Sun Life processes your instructions to tender Plan Shares) and will either be transferred to a temporary account or otherwise isolated by Sun Life pending a determination by Home Depot as to whether those shares will be

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accepted for purchase. If your Plan Shares are not accepted for purchase by Home Depot, then your Plan Shares will be returned to your account under the Plan. If you have directed Sun Life to tender any shares, Sun Life will transfer the tender proceeds to the Default Fund for your benefit and on your behalf. However, you may elect to redirect the proceeds to any of the other available investments under the Retirement Plan at any time once the proceeds have been allocated to your account under the Retirement Plan.

Retirement Plan participants who do not submit a Tender Offer for any portion of their Plan Shares will not be subject to the limitations described in the “Important Note on Retirement Plan Blackout Period.”

19.   What happens if I request an inter-fund transfer or withdrawal following the announcement of the tender offer but before the tender offer expires?

Inter-fund transfers and withdrawals from the Plan will be processed in accordance with normal procedures.

20.   Will I be taxed on any proceeds received in 2007 from the shares that I tender from my Retirement Plan account?

No. Because the proceeds from Plan Shares accepted in the Tender Offer will be received by and held in your Retirement Plans, they will not be subject to current income tax.

21.   How will the Retirement Plan invest the proceeds received from the Plan Shares that are tendered?

If Home Depot purchases the Plan Shares that you have directed Sun Life to tender, Sun Life will transfer the tender proceeds to the Default Fund. Once the proceeds are in your account and invested in the Default Fund, you may elect to redirect the proceeds to any of the other available investments under the Retirement Plan at any time.

IMPORTANT NOTE ON RETIREMENT PLAN BLACKOUT PERIOD

If you tender all or a portion of your Plan Shares, you will be temporarily unable to conduct Retirement Plan transactions involving tendered Plan Shares in your Retirement Plan account. The period during which you cannot conduct these Retirement Plan transactions is called a “Blackout Period.” Whether or not you are planning retirement in the near future, you should carefully consider how this Blackout Period may affect your retirement planning, as well as your overall financial plan.

The Blackout Period begins at 4:00 p.m., Toronto, Ontario, Canada time, on August 13, 2007. If Home Depot does not accept your Tender Offer, the Blackout Period is expected to end on the next business day after Home Depot gives notice to the public of the price that it will pay for the tendered shares, which is expected to occur during the week of August 27, 2007. If your Tender Offer is accepted, the Blackout Period is expected to end on the next business day following the day that Sun Life is in receipt of the tender proceeds from Home Depot, which is also expected to occur during the week of August 27, 2007. The tender proceeds will be deposited into the Default Fund on the same day that the proceeds are received from Home Depot and you will be able to direct all aspects of your account, including moving the tender proceeds out of the Default Fund into any other investment fund available under the Retirement Plans, and conducting any transactions in the Home Depot Stock Segregated Fund portion of your Retirement Plan account the following business day. You can determine whether the Blackout Period has started or ended by calling Sun Life Assurance Company of Canada at the number below.

If you have any questions concerning the Blackout Period, you should contact Sun Life Assurance Company of Canada at 1-866-733-8612.

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EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

NOTICE OF WITHDRAWAL
THE HOME DEPOT, INC. TENDER OFFER
FOR PARTICIPANTS IN
THE HOME DEPOT OF CANADA INC.
RETIREMENT INCOME PLAN

To: Sun Life Assurance Company of Canada (“Sun Life”):

As a participant in the above-referenced plan, I hereby instruct Sun Life to withdraw from the tender offer all Plan shares that I previously instructed Sun Life to tender on my behalf, pursuant to the offer to purchase by The Home Depot, Inc.

Signature	Date
Please print name clearly	Daytime Phone Number
Address:

Promptly mail this withdrawal notice via overnight delivery to:

Computershare, Inc.
161 Bay State Drive
Braintree, MA 02184
Attn: Voluntary Dept.

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

ELECTION FORM
HOME DEPOT OF CANADA INC.
RETIREMENT INCOME PLAN

Your election must be received no later than 5:00 P.M., New York City time, on August 13, 2007, to be included in the tabulation, unless the Tender Offer is extended.

In accordance with The Home Depot, Inc. Offer to Purchase dated July 10, 2007, a copy of which I have received, I hereby instruct Sun Life Assurance Company of Canada (“Sun Life”) to tender or not to tender shares of Home Depot common stock allocated to my Retirement Plan account prior to the expiration of such Offer to Purchase, as follows:

o  1. I DO NOT WANT TO TENDER SHARES.

o  2. I WANT TO MAXIMIZE the chance of having The Home Depot, Inc. (the “Company”) purchase all of the shares I tender. Accordingly, by checking this ONE BOX INSTEAD OF ONE OR MORE OF THE PRICE BOXES BELOW I am willing to accept the purchase price determined by the Company pursuant to the Tender Offer. This action could result in receiving a price per share as low as $39.00.

o  3. By writing a percentage in one or more of the spaces below INSTEAD OF CHECKING THE BOX ABOVE, I elect to tender shares at the price( s) indicated. This action could result in none of the shares being purchased if the purchase price for the shares is less than the price(s) selected. If the purchase price for the shares is equal to or greater than the price(s) selected, then the shares purchased by the Company will be purchased at the purchase price.

% at $39.00	% at $40.00	% at $41.00	% at $42.00	% at $43.00	% at $44.00
% at $39.25	% at $40.25	% at $41.25	% at $42.25	% at $43.25
% at $39.50	% at $40.50	% at $41.50	% at $42.50	% at $43.50
% at $39.75	% at $40.75	% at $41.75	% at $42.75	% at $43.75

Note:  The sum of the percentages you write in must not exceed 100%. If the sum of all such percentages exceeds 100%, none of the shares allocated to your account will be tendered.

You understand that Sun Life has the sole authority under the Retirement Plan to tender Plan Shares as described herein. However, under the terms of the Retirement Plan, each participant or beneficiary, including you, must instruct Sun Life to offer the Plan Shares allocated to your account under the Retirement Plan for sale in accordance with the terms of the tender offer. Sun Life will not act without those instructions.

If valid instructions to tender Plan Shares are not received by 5:00 p.m., New York City time, on August 13, 2007, the Plan Shares allocated to your Retirement Plan account will not be tendered, unless the Company extends the Offer in which case valid instructions to tender Plan Shares must be received no later than 5:00 p.m., New York City time, on the date that is three (3) business days prior to the new expiration date. Please note that your instructions as to whether or not you tender will be kept confidential from the Company. You also may request Sun Life to withdraw any tender instruction you have previously submitted, as long as you do so prior to 5:00 p.m., New York City time, on August 13, 2007 by delivering a withdrawal notice to Computershare. If the tender offer is extended, then you must ensure that Computershare receives any withdrawal notice or election forms that you send by 5:00 p.m., New York City time, on the date that is three (3) business days before the new expiration date. The request to withdraw the information sent to Computershare must: (i) specify the name of the participant or beneficiary who has made the instruction that is being withdrawn, and (ii) specify the name of the participant or beneficiary in the same manner as the original signature on the Election Form by which the instruction that is being withdrawn was made.  

Signature ­ ­ , 2007
Date

Incorrectly completed or unsigned forms will be discarded in the Tender Offer.

EX-99.(A)(1)(L)

Exhibit(a)(1)(L)

LETTER FROM COMPUTERSHARE TO PARTICIPANTS
IN THE HOME DEPOT EMPLOYEE STOCK PURCHASE PLAN

July 10, 2007

Dear Plan Participant:

On July 10, 2007, The Home Depot, Inc. (the “Company”) commenced an offer to purchase for cash up to 250 million shares of the common stock of the Company, $0.05 par value per share, at a price not greater than $44.00 per share nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase (the “Tender Offer”). A copy of the Offer to Purchase, the ESPP Participant Election Form, and the ESPP Participant Withdrawal Notice are enclosed with this letter. You are urged to examine the Tender Offer carefully.

As a participant in The Home Depot Employee Stock Purchase Plan you have the right to instruct Computershare Trust Company, N.A., the Agent for the ESPP that holds shares of common stock of the Company on your behalf, whether or not to tender any shares of common stock of the Company in your ESPP account (“Plan Shares”). If, after reading the enclosed materials, you want to offer to tender your Plan Shares, you must follow the instructions contained in this letter, fill out and sign the election form enclosed, and mail the form in the enclosed envelope. If you do not wish to use the enclosed envelope, you may also mail your election form via First Class Mail to: Computershare, Inc., Attn: Voluntary Dept., P.O. Box 859208, Braintree, MA. 02185-9208. Neither the Company, the Company’s Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary, the Information Agent nor the Agent is making any recommendation to you as to whether to tender or refrain from tendering your Plan Shares or as to the price or prices at which you may choose to tender your Plan Shares. You must make your own decision as to whether to tender your Plan Shares and, if so, how many Plan Shares to tender and the price or prices at which you will tender them. If you do elect to tender Plan Shares and such shares are accepted in the Tender Offer, any proceeds received in respect of such Plan Shares will be paid to you by the Agent promptly following expiration of the offer.

If you are also a common shareholder of the Company, you will receive under separate cover another copy (or copies) of the Tender Offer documents which can be used to tender your directly-owned shares if you choose to do so. Instructions with respect to tendering your directly held shares will be set forth in those materials.

The Agent has the sole authority under the ESPP to tender Plan Shares as described herein. However, you must decide whether or not to instruct the Agent to offer the Plan Shares in your account under the ESPP for sale in accordance with the terms of the Tender Offer. The Agent will not act without your instructions.

If valid instructions to tender Plan Shares are not received by 5:00 p.m., New York City time, on August 13, 2007, the Plan Shares in your ESPP account will not be tendered, unless the Company extends the Offer. You also may request the Agent to withdraw any tender instruction you have previously submitted, as long as you do so prior to 5:00 p.m., New York City time, on August 13, 2007 by delivering a withdrawal notice to the Agent. If the tender offer is extended, then you must ensure that the Agent receives any withdrawal notice or election forms that you send by 5:00 p.m., New York City time, on the date that is three (3) business days before the new expiration date. The notice of withdrawal sent to the Agent must: (i) specify the name of the participant or beneficiary who has made the instruction that is being withdrawn, and the participant’s or beneficiary’s social security number and (ii) be signed by the participant or beneficiary in the same manner as the original signature on the Election Form by which the instruction that is being withdrawn was made.

Computershare, Inc.

EX-99.(A)(1)(M)

Exhibit (a)(1)(M)

NOTICE OF WITHDRAWAL

THE HOME DEPOT, INC. TENDER OFFER
FOR PARTICIPANTS IN
EMPLOYEE STOCK PURCHASE PLAN

To: EMPLOYEE STOCK PURCHASE PLAN, Agent:

As a participant in the above-referenced plan, I hereby instruct the Agent to withdraw from the tender offer all Plan shares that I previously instructed the Administrator to tender on my behalf, pursuant to the offer to purchase by The Home Depot, Inc.

Signature	Date
Please print name clearly	Social Security Number
Address:
	Phone Number

Promptly mail this form via overnight delivery to the ESPP Tabulator/Agent: Computershare, Inc., 161 Bay State Drive, Braintree, MA 02184, Attn: Voluntary Dept.

Can I direct the Agent to re-tender my ESPP Shares?

Yes. If, after directing the Agent to withdraw your previously tendered ESPP Shares, you wish to direct the Agent to re-tender your ESPP Shares (or any portion thereof), you must complete another election form and return it to the Agent by 5:00 p.m., New York City time, on August 13, 2007 (unless the offer is extended, in which case the deadline for receipt of your election form will be extended until 5:00 P.M. on the date that is three (3) business days before the new expiration date). You may request additional copies of the election form by calling the Information Agent at 1-800-628-8536.

EX-99.(A)(1)(N)

Exhibit (a)(1)(N)

ELECTION FORM
TO PARTICIPANTS
IN THE HOME DEPOT EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)

Your election must be received no later than 5:00 p.m., New York City time, on August 13, 2007, to be included in the tabulation, unless the Tender Offer is extended. In accordance with The Home Depot, Inc. Offer to Purchase, dated July 10, 2007, a copy of which I have received, I hereby instruct Computershare Trust Co., N.A., Agent of the Employee Stock Purchase Plan, to tender or not to tender shares of The Home Depot, Inc. common stock in my ESPP account prior to the expiration of such Offer to Purchase, as follows:

1 o I DO NOT WANT TO TENDER SHARES

2 o I WANT TO MAXIMIZE the chance of having The Home Depot, Inc. (the “Company”) purchase all of the shares I tender. Accordingly, by checking this ONE BOX INSTEAD OF ONE OR MORE OF THE PRICE BOXES BELOW, I am willing to accept the purchase price determined by the Company pursuant to the Tender Offer (as defined in the Offer to Purchase). This action could result in receiving a price per share as low as $39.00.

3 o By writing a percentage of shares allocated to my ESPP account in one or more of the spaces below INSTEAD OF CHECKING THE BOX ABOVE, I elect to tender shares at the price(s) indicated. This action could result in none of the shares being purchased if the purchase price for the shares is less than the price(s) selected. If the purchase price for the shares is equal to or greater than the price(s) selected, then the shares purchased by the Company will be purchased at the purchase price determined pursuant to the Offer, subject to the terms of the Offer to Purchase.

% at $39.00	% at $40.00	% at $41.00	% at $42.00	% at $43.00
% at $39.25	% at $40.25	% at $41.25	% at $42.25	% at $43.25
% at $39.50	% at $40.50	% at $41.50	% at $42.50	% at $43.50
% at $39.75	% at $40.75	% at $41.75	% at $42.75	% at $43.75
				% at $44.00

Note: The sum of the percentages you write in must not exceed 100%. If the sum of all such percentages exceeds 100%, none of the shares allocated to your account will be tendered.

SIGNATURE DATE

Incorrectly completed or unsigned forms will be discarded in the Tender Offer.

EX-99.(A)(1)(O)

Exhibit (a)(1)(O)

Dear Shareholder,

As a The Home Depot shareholder, you are receiving the enclosed information explaining how you can participate in The Home Depot’s offer to repurchase 250 million shares of The Home Depot common stock via a “Dutch auction” tender offer.

There are four basic steps in our tender offer.

1. The Home Depot sets a range at which we are willing to repurchase shares. For this offer, The Home Depot wants to repurchase 250 million shares between a minimum price of $39.00 and a maximum price of $44.00. At the end of the auction, we will pay the same price for all the shares that we purchase.

2. The enclosed materials explain how you may tender, or sell, your shares. If you own our shares via multiple benefit plans or brokerage firms, you will need to tender your shares via each of these plans or firms using separate documentation. To tender your shares, you choose a price within the range of $39.00 and $44.00 at which you are willing to sell all or some of your shares. Or, you may choose to sell all or some of your shares without setting a price. By not specifying a price, you are agreeing to sell at the Company-chosen price, increasing the likelihood that your shares will be repurchased.

3. Next, The Home Depot determines the price within this range at which we will repurchase shares. This will be the lowest price within this range at which we can purchase 250 million shares.

4. Finally, The Home Depot repurchases shares from shareholders who offered to sell their shares (subject to conditions described in the Offer to Purchase). All shareholders whose shares are repurchased will receive the same Company-selected price for their shares.

The enclosed materials provide further explanation on how the tender offer works. If you have questions about this offer, please contact the company that holds your shares (also known as the “trustee” or “Depositary”) using the contact information provided in the enclosed materials.

It’s important for you to decide if this offer is right for you. If you want to offer your shares for sale, you will need to complete the enclosed materials and return it to your trustee, or Computershare, Inc., the Depositary for the tender offer, using the enclosed envelope. It is critical that you return the appropriate materials indicating your desire to sell your shares before the date specified by your trustee.

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

EX-99.(A)(1)(P)

Exhibit (a)(1)(P)

Dear Option Holder,

As a holder of stock options, you are receiving the enclosed document explaining how you can participate in The Home Depot’s offer to repurchase 250 million shares of The Home Depot common stock via a “Dutch auction” tender offer.

There are five basic steps for an option holder to tender shares in our offer.

1. The Home Depot sets a range at which we are willing to repurchase shares. For this offer, we want to repurchase 250 million shares between a minimum price of $39.00 and a maximum price of $44.00. At the end of the auction, we will pay the same price for all shares that we purchase.

2. If you own vested stock options, and you wish to participate in this offer, you must exercise those options and tender the acquired shares. See enclosures for details on how to contact Merrill Lynch to exercise your options. Once your options are exercised, you should then request tender offer materials from D. F. King & Co., Inc. and tender the shares using the documentation provided. See enclosure for details on how to contact D. F. King & Co., Inc.

3. To tender your shares, you choose a price within the range of $39.00 and $44.00 at which you are willing to sell all or some of your shares. Or, you may choose to sell all or some of your shares without setting a price. By not specifying a price, you are agreeing to sell at the Company-chosen price, increasing the likelihood that your shares will be repurchased.

4. Next, The Home Depot determines the price within this range at which we will repurchase shares. This will be the lowest price within this range at which we can purchase 250 million shares.

5. Finally, The Home Depot repurchases shares from shareholders who offered to sell their shares. All shareholders whose shares are repurchased will receive the same Company-selected price for their shares.

Associates, including designated associates, may exercise vested options at any time, including outside the open window period, via a cash exercise (where you pay the exercise price in cash) or by a stock swap (where you pay the exercise price with other Company stock that you hold). However, designated associates may only exercise their options through a cashless exercise during an open window period.

If you choose to exercise options to participate in the tender offer, there can be no assurance that any such acquired shares you tender will be accepted by The Home Depot and purchased for cash. You should be aware that option exercises may not be rescinded. Accordingly, if you exercise options to acquire shares and your shares are not purchased in the tender offer, you will remain a shareholder. It’s important for you to decide if this offer is right for you.

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

How To Request Tender Offer Materials

The Home Depot has announced an offer to purchase, via a modified “Dutch Auction,” up to 250 million shares of its common stock, at a price not greater than $44.00 per share nor less than $39.00 per share, for cash. The tender period begins on July 10, 2007 and will extend through 5:00 pm ET on August 16, 2007 (unless the expiration date is otherwise extended by The Home Depot).

As a participant in the Home Depot Stock Option Plan, during the tender period you will continue to be able to exercise any vested in the money stock options through Merrill Lynch. The ability to exercise is subject to the rules governing the plan.

The Board of Directors of The Home Depot has approved the making of the offer. However, neither The Home Depot, its Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent makes any recommendation as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender, and the purchase price or purchase prices at which you may choose to tender your shares. In so doing, you should read carefully the information set forth or incorporated by reference in the Offer to Purchase and in the related Letter of Transmittal, including The Home Depot’s reasons for making the offer.

If you elect to exercise your stock options and receive Home Depot stock during the tender period you will become a shareholder and have the ability to tender your shares at your discretion. To tender your shares, you will need to request tender offer materials from D. F. King & Co., Inc. by calling the number below. You will need to carefully review the tender offer materials as they contain important information about the offer, including its terms and conditions. There can be no assurance that any shares you tender will be accepted by The Home Depot and purchased for cash. You should be aware that option exercises may not be rescinded. Accordingly, if you exercise options to acquire shares and your shares are not purchased in the tender offer, you will remain a shareholder.

In order to be eligible to tender your resulting shares from a stock option exercise, Merrill Lynch must receive your exercise instructions no later than August 10, 2007 at 4:00 pm ET.

If you are already an existing shareholder of record, in addition to a participant in the Home Depot Stock Option Plan, you will also receive a tender offer packet under separate cover.

To contact a Merrill Lynch Participant Service Representative to exercise your stock options or assist you with any questions please call 800-843-2150, 24 hours a day; 7 days a week. To contact D. F. King & Co., Inc. for tender offer materials, please call 800-628-8536.

EX-99.(A)(5)(A)

Exhibit (a)(5)(A)

THE HOME DEPOT ANNOUNCES TENDER OFFER FOR 250 MILLION SHARES;
PRESENTS UPDATED 2007 FINANCIAL OUTLOOK

ATLANTA, July 10, 2007 — The Home Depot^®, the world’s largest home improvement retailer, today announced the launch of a tender offer for 250 million shares of its common stock at a price range of $39.00 to $44.00 per share. In addition, the Company updated its fiscal 2007 sales and earnings per share guidance.

“The two key areas of focus for our capital allocation strategy are to invest in our core retail stores and to return capital to our shareholders,” said Frank Blake, Chairman and CEO. “Despite a challenging housing environment, we remain committed to both, and today’s tender launch is a clear demonstration of our commitment to returning cash to shareholders.”

Tender Offer

On June 19, 2007, the Company announced a recapitalization plan whereby its board of directors authorized a $22.5 billion increase in its share repurchase program. It is the Company’s intention to repurchase up to $22.5 billion in shares as soon as practicable. As part of its plan, the Company’s board of directors authorized a self-tender offer for the purchase of up to 250 million shares of the Company’s common stock. The tender price range is $39.00 to $44.00 per share. The tender offer is scheduled to expire on August 16, 2007, and is subject to the terms and conditions described in the Offer to Purchase and offering materials.

Under terms of the tender offer, shareholders are given an opportunity to specify prices, within the stated price range, at which they are willing to tender shares. Upon receipt of the tenders, The Home Depot will select a final price that enables it to purchase up to the stated amount of shares from those shareholders who agreed to sell at or below the Company-selected price. There is no guarantee that shares tendered will be purchased. The Home Depot may purchase up to an additional 39.5 million shares in the tender offer without extending the tender offer.

The Home Depot said the tender offer will give shareholders who are considering the sale of all or a portion of their shares an opportunity to determine the price, within a range, at which they are willing to sell. If the Company purchases their shares, the shareholders who tender may avoid the normal transaction costs associated with market sales. The Company is not making any recommendation to its shareholders regarding the tendering of shares.

The purchase price for the shares in the tender is expected to be funded with proceeds from the sale of HD Supply and cash on hand.

The Lead Dealer Manager for the tender offer is Lehman Brothers and the Co-Dealer Manager is Merrill Lynch & Co. The Information Agent for the tender offer is D.F. King & Co., Inc. The Depositary for the tender offer is Computershare, Inc.

Updated 2007 Financial Outlook

The Company also updated its 2007 financial targets to reflect HD Supply as a discontinued operation. In May, the Company said that it expected earnings per share to be down 9% for the year. This guidance included an estimated eighteen cents of earnings per share contribution from HD Supply for the last six months of fiscal 2007. Had the Company excluded the HD Supply earnings contribution at that time, its earnings per share guidance would have been a decline of 15% for fiscal 2007. Given the announced sale of HD Supply and based on weaker conditions in the housing market, the Company said that it now expects its earnings per share to decline by 15-18% for fiscal 2007, with total retail sales down 1-2% and comparable store sales down mid-single digit. The Company also stated that it would open approximately 108 new stores in fiscal 2007.

Finally, the Company expects its operating margin to contract by 120-150 basis points due to negative same store sales and its continued investment in its core retail operations.

The fiscal 2007 earnings per share targets reflect 52 weeks and do not include the impact of the 53rd week. The Company will have 53 weeks of operating results in its fiscal 2007 financial results. The Company projects that the 53rd week will add approximately three cents to its consolidated earnings per share guidance for fiscal 2007. Additionally, the Company’s earnings per share guidance does not include the gain on the sale of HD Supply or any earnings per share accretion arising from the announced tender offer.

“While we expect the housing market to remain challenging for the rest of 2007 and into 2008, we plan to continue our reinvestment plans for the long-term health of our business, understanding that it will put short-term pressure on earnings,” said Carol Tomé, CFO and executive vice president — corporate services. “We are confident that over the long-term, we will deliver productivity improvements and enhance returns on invested capital as the investments take hold.”

The Home Depot will hold a retail update today at 9 a.m. to discuss information included in this news release and related matters. The meeting will be webcast live at homedepot.com in the Investor Relations section. The webcast will be archived and available at the same location.

The Home Depot^® is the world’s largest home improvement specialty retailer, with 2,191 retail stores in all 50 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands, 10 Canadian provinces, Mexico and China. In fiscal 2006, The Home Depot had sales of $90.8 billion and earnings of $5.8 billion. The Company employs approximately 364,000 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.

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

Certain statements contained herein, including any statements related to the sale of HD Supply, the planned recapitalization of the Company, continuation of reinvestment plans, capital allocation principles, targeted capital structure, state of the home improvement market, state of the housing market, sales growth, earnings and earnings per share guidance for fiscal 2007 through fiscal 2010, constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on currently available information and are based on our current expectations and projections about future events. These risks and uncertainties include, but are not limited to: the successful divestiture of HD Supply, including timing of the close of such transaction; the success of the tender offer; economic conditions in North America; conditions affecting customer transactions and average ticket, including, but not limited to, weather conditions; improving and streamlining operations and customers’ in-store experience; and the impact of competition. 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 January 28, 2007 and in the Offer to Purchase related to the tender offer.

###

For more information, contact:
Financial Community	News Media
Diane Dayhoff	Paula Drake
Sr. Vice President of Investor Relations	PR Manager
(770) 384-2666	(941) 284-4999
diane_dayhoff@homedepot.com	paula_drake@homedepot.com

2007 Updated EPS Guidance

Fiscal 2006		$2.79
Feb EPS Growth Guidance	Down 4 – 9%	$2.68 – 2.54
May EPS Growth Guidance	Down 9%	$2.54
Less HD Supply Contribution in 2H 07		($0.18	)
May EPS Guidance Adjusted for HD Supply	Down 15%	$2.36
Current View1)	Down 15 – 18%2)	$2.30 – 2.36

1)	Excludes gain on sale of HD Supply, 53rd week and impact of recapitalization
2)	Continuing operations down 12% – 15%. Excludes 53rd week and impact of recapitalization

EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of The Home Depot, Inc. The Offer (as defined
below) is made solely by the Offer to Purchase, dated July 10, 2007, and the related Letter of Transmittal, and any amendments or supplements
thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of The Home Depot, Inc. common
stock in any jurisdiction in which the making or acceptance of offers to sell shares would not be in compliance with the laws of
that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker
or dealer, the Offer shall be deemed to be made on behalf of The Home Depot, Inc. by Lehman Brothers Inc., the lead
dealer manager, by Merrill Lynch & Co., the co-dealer manager, or by one or more registered brokers or
dealers registered under that jurisdiction’s laws.

Notice of Offer to Purchase for Cash

by

The Home Depot, Inc.

of

Up to 250 Million Shares of its Common Stock
at a Purchase Price not greater than $44.00 nor less than $39.00 per Share

     The Home Depot, Inc., a Delaware corporation (the “Company”), is offering to purchase for cash up to 250 million shares (or such lesser number of shares as are validly tendered and not validly withdrawn) of its common stock, par value $0.05 per share (the “common stock”), at a price not greater than $44.00 per share nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer to Purchase, dated July 10, 2007, and related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”).

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON AUGUST 16, 2007, UNLESS THE OFFER IS EXTENDED.

      The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to other conditions described in the Offer to Purchase.

      On June 19, 2007, the Company announced a strategic plan to enhance shareholder value by entering into an agreement to sell HD Supply, focusing the Company’s operations exclusively on its retail business and executing a recapitalization plan under which the Company will repurchase up to $22.5 billion of its shares. This tender offer is one element of the $22.5 billion of expected share repurchases. Additional share repurchases may be made in the form of open market purchases, accelerated share repurchases and/or additional tender offers, the details of which would be announced at a later time. The Offer is expected to be funded from the sale of HD Supply (approximately $9.5 billion of net proceeds) and available cash balances or, in the event that the sale of HD Supply does not close before payment for the shares purchased in the Offer, from direct loans under, or issuances of commercial paper supported by (“Borrowings”), the Tender Offer Financing Facility to be entered into by the Company, Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation and certain of their affiliates (the “Tender Offer Financing Facility”) and available cash balances. Any additional share repurchases are expected to be funded from the Company’s issuance of debt securities (up to $12 billion) and available cash balances. The Company’s Board of Directors has determined that, in light of this strategic plan, the Offer is a prudent use of the Company’s financial resources and presents an appropriate balance between meeting the needs of the Company’s business and delivering value to its shareholders.

     Assuming that the Company purchases 250 million shares in the Offer at a purchase price not greater than $44.00 per share nor less than $39.00 per share, the aggregate purchase price will be between approximately $9.75 billion and $11 billion. The Company expects to fund the purchase of shares in the Offer primarily with the net proceeds of HD Supply (or if the sale of HD Supply has not been completed when we pay for the shares, through Borrowings under the Tender Offer Financing Facility). The Company’s obligation to accept, and pay for, shares validly tendered pursuant to the Offer is conditioned upon the Company’s ability to effect Borrowings of up to $10 billion under the Tender Offer Financing Facility (if the Company has not received the proceeds from the sale of HD Supply).

      The Company’s Board of Directors has approved the Company’s making the Offer. However, neither the Company, the Company’s Board of Directors, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent makes any recommendation as to whether shareholders should tender or refrain from tendering their shares or as to the purchase price or purchase prices at which shareholders may choose to tender their shares. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender, and the price or prices at which they will tender their shares. In so doing, shareholders should read carefully the information set forth or incorporated by reference in the Offer to Purchase and in the related Letter of Transmittal, including the Company’s reasons for making the Offer. The Company’s directors and executive officers have advised the Company that they do not intend to tender any of their shares in the Offer.

      Each shareholder desiring to tender shares pursuant to the Offer must either (1) check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Tender Offer,” in which case the shareholder will be deemed to have tendered his, her or its shares at the minimum price of $39.00 per share or (2) specify the price, not greater than $44.00 per share nor less than $39.00 per share, at which he, she or it is willing to sell shares to the Company in the Offer by checking one, and only one, of the boxes corresponding to the price at which shares are being tendered in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined By You.” A tender of shares will be valid only if one, and only one, of these boxes is checked on the Letter of Transmittal. Shareholders must follow the procedures set forth in Section 3 of the Offer to Purchase and in the Letter of Transmittal.

     On the terms and subject to the conditions of the Offer, which will be conducted through a modified “Dutch auction” process, the Company will determine the single per share price, not greater than $44.00 nor less than $39.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for shares validly tendered and not validly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. In doing so, the Company will select the lowest purchase price (in multiples of $0.25 and within the price range specified above) that will enable the Company to purchase 250 million shares (or such greater number of shares as we may elect to purchase, subject to applicable law). If fewer shares are validly tendered, the Company will purchase all shares validly tendered and not validly withdrawn before the Expiration Time. All shares the Company acquires in the Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. The Company will purchase only shares validly tendered and not validly withdrawn before the Expiration Time at prices at or below the purchase price the Company determines. Under no circumstances will the Company pay interest on the purchase price for the shares, regardless of any delay in making payment. Because of the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase, the Company may not purchase all of the shares tendered, even if shareholders tendered at or below the purchase price, if more than the number of shares the Company seeks are validly tendered and not validly withdrawn before the Expiration Time. Subject to certain limitations and legal requirements, the Company reserves the right to accept for payment, according to the terms and conditions of the Offer, up to an additional 2% of its outstanding shares (approximately 39.5 million shares), without extending the Expiration Time.

      Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Time, the Company (a) will determine the purchase price the Company will pay for shares validly tendered and not validly withdrawn before the Expiration Time, taking into account the number of shares so tendered and the prices specified by tendering shareholders, and (b) will accept for payment and pay for, and thereby purchase, up to 250 million shares (or such additional number of shares as the Company may elect to purchase, subject to applicable law) validly tendered at prices at or below the purchase price and not validly withdrawn before the Expiration Time.

      The term “Expiration Time” means 5:00 p.m., New York City time, on Thursday August 16, 2007, unless the Company, in its sole discretion, extends the period of time during which the Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Offer, as so extended by the Company, shall expire. See Section 16 of the Offer to Purchase for a description of the Company’s right to extend, delay, terminate or amend the Offer. If you hold shares through our benefit plans, your deadline may be earlier than the Expiration Time. For more information, see Section 3 of the Offer to Purchase.

      Upon the terms and subject to the conditions of the Offer, if more than 250 million shares, or such greater number of shares as the Company may elect to purchase, subject to applicable law, have been validly tendered and not validly withdrawn prior to the Expiration Time, the Company will purchase validly tendered shares on the basis set forth below:

• first, from all holders of “odd lots” of less than 100 shares who validly tender all their shares owned beneficially or of record at a price at or below the purchase price the Company determines (tenders of less than all shares owned by odd lot holders will not qualify for this preference);

• second, on a pro rata basis from all other shareholders who validly tender shares at or below the purchase price, other than shareholders who tender conditionally and whose conditions are not satisfied; and

• third, if necessary to permit the Company to purchase 250 million shares (or such greater number of shares as the Company may elect to purchase, subject to applicable law), shares conditionally tendered at or below the purchase price (for which the condition was not initially satisfied) will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

      As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Offer may not be purchased. In addition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible that none of those shares will be purchased.

      For purposes of the Offer, the Company will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of the Offer, shares that are validly tendered at or below the purchase price, and not validly withdrawn, only when, as and if the Company gives oral or written notice to Computershare, Inc. (the “Depositary”) of its acceptance of the shares for payment pursuant to the Offer. In all cases, payment for shares tendered and accepted for payment in the Offer will be made only after timely receipt by the Depositary of certificates for the shares (or a timely confirmation of the book-entry transfer of the shares into the Depositary’s account at the book-entry transfer facility as described above), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent’s Message (as defined in the Offer to Purchase), in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

      The Depositary will return certificates for unpurchased shares as promptly as practicable after the expiration or termination of the Offer or the valid withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the Depositary will credit the shares to the appropriate account maintained by the tendering shareholder.

      The Company expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the conditions set forth in Section 7 of the Offer to Purchase shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 of the Offer to Purchase by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. The Company’s right to delay payment for shares which the Company has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires that the Company must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law (including Rule 13e-4 under the Exchange Act), the Company further reserves the right, in its sole discretion, and regardless of whether any of the conditions set forth in Section 7 of the Offer to Purchase shall have occurred or shall be deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of shares or by decreasing or increasing the number of shares being sought in the Offer. Amendments to the Offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Time. Any public announcement made under the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which the Company may choose to make a public announcement, except as required by applicable law (including Rule 13e-4 under the Exchange Act), the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through PRNewswire or another comparable service.

      If the Company materially changes the terms of the Offer or the information concerning the Offer or if the Company waives a material condition of the Offer, the Company will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information; however, in no event will the Offer remain open for fewer than five business days following a material change in the terms of, or information concerning, the Offer. If (1) the Company (a) changes the price range to be paid for shares, (b) decreases the number of shares being sought in the Offer or (c) increases the number of shares being sought in the Offer by more than 2% of the outstanding shares and (2) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to security holders in the manner specified in Section 16 of the Offer to Purchase, the Offer will be extended until the expiration of such period of ten business days.

      Shareholders may withdraw shares that they have previously tendered under the Offer according to the procedures described in the Offer to Purchase at any time prior to the Expiration Time. Shareholders may also withdraw their previously tendered shares at any time after 12:00 midnight, New York City time, on Tuesday, September 4, 2007, unless such shares have already been accepted for payment by us as provided in the Offer. Except as set forth in Section 4 of the Offer to Purchase, tenders of shares are irrevocable. For a withdrawal to be effective, a written notice of withdrawal must be received in a timely manner by the Depositary and specify the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If a shareholder has used more than one Letter of Transmittal or has otherwise tendered shares in more than one group of shares, the shareholder may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included. If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those shares, an eligible institution must guarantee the signatures on the notice of withdrawal. If shares have been delivered in accordance with the procedures for book-entry transfer described in Section 3 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn shares and otherwise comply with the book-entry transfer facility’s procedures. Withdrawals of tenders of shares may not be rescinded, and any shares validly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn shares may be retendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3 of the Offer to Purchase.

      The Company will decide, in its sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such decision will be final and binding on all parties. The Company also reserves the absolute right to waive any defect or irregularity in the withdrawal of shares by any shareholder, whether or not the Company waives similar defects or irregularities in the case of any other shareholder. Neither the Company, the Lead Dealer Manager, the Co-Dealer Manager, the Depositary nor the Information Agent will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. The information required to be disclosed by Rule 13e-4(d)(1) under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

      Generally, the receipt of cash from the Company in exchange for a shareholder’s shares will be a taxable event for the shareholder for U.S. federal income tax purposes (and likely will be a taxable event for state and other income tax purposes). The receipt of cash for a shareholder’s shares generally will be treated for U.S. federal income tax purposes either as (1) a sale or exchange eligible for gain or loss treatment or (2) a distribution in respect of stock from the Company, as described in Section 15 of the Offer to Purchase. The Depositary (or other applicable withholding agent) will withhold U.S. federal taxes at a rate of 30% on the gross proceeds of the Offer paid to a non-U.S. shareholder, subject to reduction by applicable treaty or exemption for income that is “effectively connected with a U.S. trade or business,” as evidenced by forms that a non-U.S. shareholder furnishes to the Depositary (or other applicable withholding agent).

      The Offer to Purchase and the related Letter of Transmittal contain important information that shareholders should read carefully before they make any decision with respect to the Offer. The Company is mailing promptly the Offer to Purchase and the related Letter of Transmittal to record holders of shares whose names appear on the Company’s shareholder list, and will furnish the Offer to Purchase and the related Letter of Transmittal to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

      Please direct any questions or requests for assistance to the Information Agent, the Lead Dealer Manager or the Co-Dealer Manager at their respective telephone numbers and addresses set forth below. Please direct requests for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery to the Information Agent at the telephone numbers and address set forth below. The Information Agent will promptly furnish to shareholders additional copies of these materials at the Company’s expense. Shareholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer.

The Information Agent for the Offer is:
D. F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Shareholders Call Toll-Free: 800-628-8536
Banks and Brokers Call Collect: 212-269-5550

The Lead Dealer Manager for the Offer is:	The Co-Dealer Manager for the Offer is:
Lehman Brothers Inc. Corporate Services 745 Seventh Avenue New York, New York 10019 Toll-free: 888-610-5877 Call Collect: 212-526-7850	Merrill Lynch & Co. Special Equity Transactions 4 World Financial Center New York, New York 10080 Toll-free: 877-653-2948 Call Collect: 609-818-8000

The Depositary for the Offer is:
Computershare, Inc.

By First Class Mail:	By Registered, Certified, Express or Overnight Delivery:
Computershare, Inc. P.O. Box 859208 Braintree, MA 02185-9208 Attn: Voluntary Dept.	Computershare, Inc. 161 Bay State Drive Braintree, MA 02184 Attn: Voluntary Dept.

July 10, 2007

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

DATE:	July 10, 2007
TO:	All THD Associates
FROM:	Frank Blake
RE:	Tender Offer and Updated Financial Outlook

At the start of 2007, we made it clear that our focus would be on our core retail business, our associates and our shareholders. In February, we announced we would invest approximately $2.2 billion to support our five key priorities for driving retail growth. In recent months, we have invested in our associates by changing the parameters for Success Sharing, introducing Homer Award badges and rolling out an equity program for our assistant store managers.

Today, we are taking a significant step in our commitment to create shareholder value. Attached is a press release we just issued announcing the launch of a tender offer to buy back 250 million shares of The Home Depot stock as part of our previously announced recapitalization.

Our capital allocation philosophy is straightforward and in line with our focus: After investing in our retail stores and our associates, we will use excess liquidity to create shareholder value through share repurchases and dividend growth. Today’s announcement is an illustration of this as the buyback essentially will be funded by the proceeds from our sale of HD Supply and with existing cash on hand.

Since many of you are shareholders, you have the opportunity to participate in this tender offer. I have attached a Q&A that provides more information on this offer and what it might mean for you. All shareholders will be mailed additional communications and more information will be provided to your Human Resources manager in the days ahead.

Also, today we are updating our financial outlook to reflect the continued softening of the housing market and its impact on our earnings. It is important to point out that our investment in our core retail business will continue as planned.

As I said at the time of our HD Supply announcement a few weeks ago, if we continue to invest and drive improvements in our core retail business, while also providing cash returns to our shareholders, our stock price should respond positively. So let’s do all we can to make sure we are delivering on our goals and providing great customer service.

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

Tender Offer Questions and Answers

Below are questions and answers providing further explanation regarding The Home Depot’s offer to purchase 250 million shares of The Home Depot stock via a tender offer. The Home Depot’s tender offer was launched on July 10 and is scheduled to expire on August 16, 2007.

1)   What is a tender offer?

There are four basic steps in our tender offer.

1. The Home Depot sets a range at which we are willing to repurchase shares. For this offer, The Home Depot wants to repurchase 250 million shares between a minimum price of $39.00 and a maximum price of $44.00. At the end of the auction process, we will pay the same price for all the shares that we purchase.

2. If you are a shareholder, you will receive materials explaining how you may tender your shares from the company that holds your shares (also known as the trustee). To tender your shares, you choose a price within the range of $39.00 and $44.00 at which you are willing to sell all or some of your shares. Or, you may choose to sell all or some of your shares without setting a price. By not specifying a price, you are agreeing to sell at the Company-chosen price, increasing the likelihood that your shares will be repurchased.

3. Next, The Home Depot determines the price within this range at which we will repurchase shares. This will be the lowest price within this range at which we can purchase 250 million shares.

4. Finally, The Home Depot repurchases shares from shareholders who offered to sell their shares (subject to conditions described in the Offer to Purchase). All shareholders whose shares are repurchased will receive the same Company-selected price for their shares.

2)  May associates participate in the tender offer?

All associates who are shareholders, including designated associates, may participate in the tender offer.

Certain associates have been previously identified as designated associates because they, in the ordinary course of their jobs, may come across material inside information, and thus they are limited to buying and selling THD shares within designated time periods. Current designated associates are aware of their designated status.

3)   Why is this good for shareholders?

If you believe that having your shares repurchased at a price within the range of $39.00 and $44.00 is a good deal, then it’s good for you. However, there’s no guarantee that you won’t benefit more if you choose not to tender your shares, and instead sell later, after this tender offer. Also, if you choose to tender your shares, there’s no guarantee that your shares will be repurchased in this tender offer. As well, many shareholders may feel there is more value in holding their shares in expectation of appreciation over the long term. You have to carefully weigh this offer and all of its implications (including possible tax implications) before making a choice, and consult with your financial advisor as well.

4)  How does the tender offer impact associates who hold shares through ESPP or one of the Company retirement plans?

Associates, including designated associates, may tender their shares held through ESPP or a Company retirement plan at any time.

5)  May associates exercise their vested stock options to participate in the Tender Offer?

Yes. Associates, including designated associates, may exercise vested options at any time, including outside the open window period, via a cash exercise (where you pay the exercise price in cash) or by a stock swap (where you pay the exercise price with other Company stock that you hold). However, designated associates may only exercise their options through a cashless exercise during an open window period.

If you choose to exercise options to participate in the tender offer, there can be no assurance that any such acquired shares you tender will be accepted by The Home Depot and purchased for cash. You should be aware that option exercises may not be rescinded. Accordingly, if you exercise options to acquire shares and your shares are not purchased in the tender offer, you will remain a shareholder of The Home Depot.

6)   What’s the process for tendering my shares if that’s what I want to do?

Your trustee will mail you documents that you must complete and return. In these documents, you will indicate at what price you are willing to sell your shares and how many of your shares you want to sell. Then you mail these documents to the address provided in the materials by the date specified by your trustee.

Associates who participate in The Home Depot FutureBuilder (U.S.), The Home Depot FutureBuilder for Puerto Rico, Home Depot of Canada Inc. Registered Retirement Savings Plan (Home Depot of Canada), Deferred Profit Sharing Plan (Home Depot of Canada) and the ESPP (U.S., Canada and Mexico), and associates who hold stock options will receive the appropriate documentation from their trustee via mail to their address on record with these plans. If you do not receive information by July 25, please contact your trustee (contact information provided below).

If associates own shares through non-THD plans, you also will receive documentation from the company (bank or brokerage firm) that holds your shares.

If associates intend to participate in the tender offer using vested options, notify your broker as soon as possible about your intention and ask your broker to provide you with the package necessary to tender your shares in accordance with the tender offer.

7)   Why wouldn’t I just offer to tender my shares at the highest price in the range?

The purchase price selected by The Home Depot may not be the highest price in the range. If the purchase price selected by The Home Depot is in the middle or on the low end of the range, all shareholders who chose to tender their shares at higher prices will not have their shares repurchased by The Home Depot.

8)   How does The Home Depot decide the price?

The company will select the lowest purchase price within the range of $39.00 and $44.00 that will allow it to purchase 250 million shares. If 250 million shares are not tendered, the company will select the price that will allow it to buy all the shares validly tendered.

9)   When will I know at what price The Home Depot has decided to buy back the stock?

Approximately one week after the scheduled expiration of the tender offer on August 16, The Home Depot will publicly announce the price at which it will repurchase shares. That information will be communicated externally, as well as internally to associates.

10)   If my shares are bought by The Home Depot, what happens next?

You will be notified by your trustee that your shares have been purchased following the scheduled close of the tender offer on August 16.

For retirement plan participants:  The proceeds from the sale will be returned to your account with that trustee. If the proceeds are being returned to your retirement plan, then they will be invested in a default fund within the plan. At that point, you can reallocate the proceeds in investment funds of your choosing within the plan. You cannot take the proceeds from this sale out of your plan as cash. Distributions from your retirement plan are subject to the plan’s normal distribution rules.

For ESPP and optionees:  You will receive a check for the proceeds of the sale mailed to your address of record.

11)   If my shares are not vested yet (e.g.: stock options, restricted stock, deferred shares), am I eligible to participate?

The Company is only offering to repurchase outstanding shares. Unvested awards are not eligible to be tendered in the offer.

12)   What if I don’t own any stock today? Can I buy some now, so that I can tender my shares before the deadline is up?

You can buy shares, but there is no guarantee that the shares you purchase will be repurchased by the company in the tender offer. Or, if such shares are repurchased, there is no guarantee that the purchase price selected by The Home Depot will exceed the price you paid to purchase such shares.

If you have more questions about this offer as it relates to your Home Depot stock, you can contact your benefits plan trustee directly using the contact information below.

—  FutureBuilder 401(k) plan (U.S.) — 1-800-555-4954

—  Retirement Savings Plan (Canada) — 1-800-265-3866

—  Deferred Profit Sharing plan (Canada) — 1-800-265-3866

—  ESPP (U.S., Mexico and Canada) — 1-800-843-2150 (option 1 for English, option 2 for Spanish, option 3 for French)

—  Merrill Lynch (for optionees) — 1-800-843-2150

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

This message is for all Designated Associates regarding today’s announcement of the Company’s Tender Offer.

Notwithstanding your status as a Designated Associate, you may tender shares in this Tender Offer, even before the next trading window opens on August 15, 2007. However, all tenders must be made before the deadline established by your plan administrators. Directions on how to tender under the various plans (including the ESPP, the 401(k) Home Depot Stock Fund, Depot Direct, Company securities held in personal brokerage accounts and shares of Company stock offered to associates in Canada as an investment alternative) will be mailed to you shortly by the individual plan administrators.

Please see the attached FAQs for further information about the Tender Offer.

Transactions in Company securities, other than a tender made pursuant to today’s announcement, must be made in compliance with the Company’s Securities Laws Policy.

For details regarding this policy, please follow one of the links below to the Securities Laws Policy:

http://hrportal.homedepot.com/en_US/My_Apron/Public/Corporate/Compliance/us_securities.pdf (English)

http://hrportal.homedepot.com/en_US/My_Apron/Public/Corporate/Compliance/can_securities.pdf (Français)

http://hrportal.homedepot.com/en_US/My_Apron/Public/Corporate/Compliance/mex_securities.pdf (Español — México)

http://hrportal.homedepot.com/en_US/My_Apron/Public/Corporate/Compliance/pr_securities.pdf (Español — Puerto Rico)

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536

Tender Offer Questions and Answers

Below are questions and answers providing further explanation regarding The Home Depot’s offer to purchase 250 million shares of The Home Depot stock via a tender offer. The Home Depot’s tender offer was launched on July 10 and is scheduled to expire on August 16, 2007.

1)   What is a tender offer?

There are four basic steps in our tender offer.

1. The Home Depot sets a range at which we are willing to repurchase shares. For this offer, The Home Depot wants to repurchase 250 million shares between a minimum price of $39.00 and a maximum price of $44.00. At the end of the auction process, we will pay the same price for all the shares that we purchase.

2. If you are a shareholder, you will receive materials explaining how you may tender your shares from the company that holds your shares (also known as the trustee). To tender your shares, you choose a price within the range of $39.00 and $44.00 at which you are willing to sell all or some of your shares. Or, you may choose to sell all or some of your shares without setting a price. By not specifying a price, you are agreeing to sell at the Company-chosen price, increasing the likelihood that your shares will be repurchased.

3. Next, The Home Depot determines the price within this range at which we will repurchase shares. This will be the lowest price within this range at which we can purchase 250 million shares.

4. Finally, The Home Depot repurchases shares from shareholders who offered to sell their shares (subject to conditions described in the Offer to Purchase). All shareholders whose shares are repurchased will receive the same Company-selected price for their shares.

2)  May associates participate in the tender offer?

All associates who are shareholders, including designated associates, may participate in the tender offer.

Certain associates have been previously identified as designated associates because they, in the ordinary course of their jobs, may come across material inside information, and thus they are limited to buying and selling THD shares within designated time periods. Current designated associates are aware of their designated status.

3)   Why is this good for shareholders?

If you believe that having your shares repurchased at a price within the range of $39.00 and $44.00 is a good deal, then it’s good for you. However, there’s no guarantee that you won’t benefit more if you choose not to tender your shares, and instead sell later, after this tender offer. Also, if you choose to tender your shares, there’s no guarantee that your shares will be repurchased in this tender offer. As well, many shareholders may feel there is more value in holding their shares in expectation of appreciation over the long term. You have to carefully weigh this offer and all of its implications (including possible tax implications) before making a choice, and consult with your financial advisor as well.

4)  How does the tender offer impact associates who hold shares through ESPP or one of the Company retirement plans?

Associates, including designated associates, may tender their shares held through ESPP or a Company retirement plan at any time.

5)  May associates exercise their vested stock options to participate in the Tender Offer?

Yes. Associates, including designated associates, may exercise vested options at any time, including outside the open window period, via a cash exercise (where you pay the exercise price in cash) or by a stock swap (where you pay the exercise price with other Company stock that you hold). However, designated associates may only exercise their options through a cashless exercise during an open window period.

If you choose to exercise options to participate in the tender offer, there can be no assurance that any such acquired shares you tender will be accepted by The Home Depot and purchased for cash. You should be aware that option exercises may not be rescinded. Accordingly, if you exercise options to acquire shares and your shares are not purchased in the tender offer, you will remain a shareholder of The Home Depot.

6)   What’s the process for tendering my shares if that’s what I want to do?

Your trustee will mail you documents that you must complete and return. In these documents, you will indicate at what price you are willing to sell your shares and how many of your shares you want to sell. Then you mail these documents to the address provided in the materials by the date specified by your trustee.

Associates who participate in The Home Depot FutureBuilder (U.S.), The Home Depot FutureBuilder for Puerto Rico, Home Depot of Canada Inc. Registered Retirement Savings Plan (Home Depot of Canada), Deferred Profit Sharing Plan (Home Depot of Canada) and the ESPP (U.S., Canada and Mexico), and associates who hold stock options will receive the appropriate documentation from their trustee via mail to their address on record with these plans. If you do not receive information by July 25, please contact your trustee (contact information provided below).

If associates own shares through non-THD plans, you also will receive documentation from the company (bank or brokerage firm) that holds your shares.

If associates intend to participate in the tender offer using vested options, notify your broker as soon as possible about your intention and ask your broker to provide you with the package necessary to tender your shares in accordance with the tender offer.

7)   Why wouldn’t I just offer to tender my shares at the highest price in the range?

The purchase price selected by The Home Depot may not be the highest price in the range. If the purchase price selected by The Home Depot is in the middle or on the low end of the range, all shareholders who chose to tender their shares at higher prices will not have their shares repurchased by The Home Depot.

8)   How does The Home Depot decide the price?

The company will select the lowest purchase price within the range of $39.00 and $44.00 that will allow it to purchase 250 million shares. If 250 million shares are not tendered, the company will select the price that will allow it to buy all the shares validly tendered.

9)   When will I know at what price The Home Depot has decided to buy back the stock?

Approximately one week after the scheduled expiration of the tender offer on August 16, The Home Depot will publicly announce the price at which it will repurchase shares. That information will be communicated externally, as well as internally to associates.

10)   If my shares are bought by The Home Depot, what happens next?

You will be notified by your trustee that your shares have been purchased following the scheduled close of the tender offer on August 16.

For retirement plan participants: The proceeds from the sale will be returned to your account with that trustee. If the proceeds are being returned to your retirement plan, then they will be invested in a default fund within the plan. At that point, you can reallocate the proceeds in investment funds of your choosing within the plan. You cannot take the proceeds from this sale out of your plan as cash. Distributions from your retirement plan are subject to the plan’s normal distribution rules.

For ESPP and optionees: You will receive a check for the proceeds of the sale mailed to your address of record.

11)   If my shares are not vested yet (e.g.: stock options, restricted stock, deferred shares), am I eligible to participate?

The Company is only offering to repurchase outstanding shares. Unvested awards are not eligible to be tendered in the offer.

12)   What if I don’t own any stock today? Can I buy some now, so that I can tender my shares before the deadline is up?

You can buy shares, but there is no guarantee that the shares you purchase will be repurchased by the company in the tender offer. Or, if such shares are repurchased, there is no guarantee that the purchase price selected by The Home Depot will exceed the price you paid to purchase such shares.

If you have more questions about this offer as it relates to your Home Depot stock, you can contact your benefits plan trustee directly using the contact information below.

—  FutureBuilder 401(k) plan (U.S.) — 1-800-555-4954

—  Retirement Savings Plan (Canada) — 1-800-265-3866

—  Deferred Profit Sharing plan (Canada) — 1-800-265-3866

—  ESPP (U.S., Mexico and Canada) — 1-800-843-2150 (option 1 for English, option 2 for Spanish, option 3 for French)

—  ESPP (Mexico) — 1-800-843-2150

—  Merrill Lynch (for optionees) — 1-800-637-7455

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

EX-99.(A)(5)(E)

Exhibit (a)(5)(E)

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot’s common stock. The Home Depot’s offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission’s Web site at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

Certain statements contained herein, including any statements related to the sale of HD Supply, the planned recapitalization of the Company, continuation of reinvestment plans, capital allocation principles, targeted capital structure, state of the home improvement market, state of the housing market, sales growth, earnings and earnings per share guidance for fiscal 2007 through fiscal 2010, constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on currently available information and are based on our current expectations and projections about future events. These risks and uncertainties include, but are not limited to: the successful divestiture of HD Supply, including timing of the close of such transaction; the success of the tender offer; the ability to issue debt securities on terms and at rates acceptable to us; economic conditions in North America; conditions affecting customer transactions and average ticket, including, but not limited to, weather conditions; improving and streamlining operations and customers’ in-store experience; and the impact of competition. 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 January 28, 2007 and in the Offer to Purchase related to the tender offer.

DISCLAIMER
THE INFORMATION CONTAINED IN THIS EVENT TRANSCRIPT IS A TEXTUAL REPRESENTATION OF THE CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALL. IN NO WAY DOES HOME DEPOT ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE CONFERENCE CALL ITSELF AND HOME DEPOT’S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

The Home Depot, Inc. Transcript —
Retail Update Investor Conference
July 10, 2007

Operator: Hi ladies and gentlemen and please welcome our Senior Vice President of Investor Relations, Diane Dayhoff

<<Diane Dayhoff, Vice President of Investor Relations>>

Thank you and good morning everyone and welcome to our retail update meeting. We wanted to take this opportunity to meet with you to discuss some of the changes that have been recently announced regarding the Home Depot. We wanted to communicate our expectations for the remainder of this year excluding HD Supply. Our agenda this morning is quite simple. We will update you on our progress on our five priorities, discuss our evolving capital structure and take you through our expectations for 2007. After they take us through their presentations, we will open for questions. And we have plenty of time for questions, so if you hold questions till the end. And now turn to our safe harbor slide. These are all found in your booklets that are on the table and it’s also on website. So if you please see our tender offer information and then our safe harbor information. And without further ado, I would like to introduce our CEO, Frank Blake.

Thank you, Diane and good morning. It’s been a pretty brisk pace for the last several months at Home Depot so what I thought I would do this morning is give you a status check on where we are and where we are going, go through briefly how we view the housing and home improvement market, our view on our progress, on reinvestment in our core business, talk a little bit about conclusion of the HD Supply strategic review and of course the tender offer that we launched this morning that’s in context of the larger recapitalization that we announced.

First on our market. I’ve shown this slide a number of time over multiple presentations because it’s a pretty simple look at residential investment, its share of GDP. Several quarters ago we looked at this and said we are so far in excess of the 60 year mean that is reasonable to project a correction in the market and then its corrected quite a bit over the last couple of quarters, going from over 6% of GDP to now around 5%. On the good news side of that we say we have a lot of the correction under our belt but on the other hand we would also say you don’t just stop on the mean and you pivot and go back up. So, look at the overall market.

We look at the overall market, we say there is still correction that lies ahead of us, although again, we are pretty far along in the correction process.

Of more specific relevance to the Home Depot, we also look at inventory of homes for sale. We talked previously about there being three primary drivers of our business, and the three buckets. You’ve got activity-based spend that is principally driven by housing turnover, new and existing home sales which we look at as accounting for 20 to 25% of the spend in our stores, refurbishment spend, so your house is getting old, things need to be repaired. That also is around 20 to 25%. And then the remainder of that is discretionary spend, so clearly in that first bucket, the activity they spend, housing turnover is a key determinant of that. And what we are seeing is, if you look back over the last several years, from 1999 to 2004, we had a combined inventory of new and existing homes of between 2 and 3 million units is roughly where it averaged.

Then that increased to about 4.5 million units between 2005 and 2006, it now stands at close to 5 million units around nine months of supply, and it is going to take some time to burn this inventory off, which is why we see, in terms of our market, continued headwinds through 2007 and probably for some into 2008 as well.

And here are the five areas for our reinvestments and we think we are well along in that reinvestment plan and making progress. Let me start with associate engagement, because this is one of the most important things we do in our stores, how our associates interact with our customers. We have, as you know, significantly delevered payroll and have also done a number of things focused on how we recognize and reward our associates. So we have a success sharing program. Our success sharing program has in the past typically been set at difficult levels for the stores to participate in success sharing. We very cautiously this year set success sharing levels at a plan that we thought was both achievable and then allowed the beginning of success sharing at achieving 95% of that plan. So if you think about our first quarter which was a very, very tough quarter for the business earnings down around 30% about 65% of our stores were in success sharing. That to me is a very significant thing we are doing in terms of our investment in our associates in the business.

Similarly while we announced roughly the same time with the HD Supply transaction that we are reinstituting equity for our assistant store managers. 10,000 associates throughout the company that are getting restricted stock. This is a huge statement to our associates saying both how important they are and how important it is for our associates to act like owners of this company. We have done a number of other more specific things around bringing in additional knowledge to our stores that is what we think a better training program.

In fact what we call Homer badges for outstanding associate effort. This has received a lot of the focus and attention from the entire management team. Similarly on product excitement we’ve done a number of things in terms of accelerating new product, things like our Eco Options and we believe we’ve improved share performance in key categories. I would highlight one thing that just happened a couple of weeks ago because it’s indicative of what we are trying to do. We

recognize, you will hear us talk a lot more now about our being a mature retailer and there are a lot of things to go along with being a mature retailer and one of the things as you recognize that sometimes you are the not the easiest company to deal with and that is very tough, we think we have made it very tough for smaller, innovative vendors to deal with the Home Depot.

A couple of weeks ago we instituted a process where vendors literally come in and talk to our merchants about new and innovative products that they have. We started a couple of weeks ago and 290 vendors participated, every one of our merchants who participated came away with, hey this is an interesting product, this is something we can introduce regionally or use in our line in the company to improve our innovative products or our price position or whatever it is, we are going to do another one in August, we are going to keep this rhythm of trying to make sure that even though we are mature we are open to fresh ideas.

Product availability is the largest single area of investment for the company. We talked a lot about that with our investors and analysts in the past, we know that we have significant operational improvements that we can achieve.

Improvements that we can achieve by improving our supply chain. Along with improving our supply chain, we also know that we have to improve our basic system. Mark Holifield who is leading this effort for us talked about how its not just the flow of product that you have to fix but also the flow of data. And again, as probably many of you know we are piloting this in Canada. We have a target date for beginning that pilot by the end of the first quarter and we are pleased with the progress we are making.

Shopping environment. This is clearly a key concern with our customers. I think they felt the age of our stores, and we have increased our maintenance spend by 2.5 times our 2005 maintenance budget. This is a significant catchup in effect that we are doing on the maintenance of our stores. And finally on the pro, we know the pro customers are very important customer for our business, our retail business because about 30% of the spend comes from that pro customer. We have made significant advances in our use of the pro. We are adding additional pro sales managers and we think this is an area where there is share for us to take. But what have we gotten for all of this, we said as we were embarking on this that again in a difficult market it was not going to be easy to assess our level of success. One way we look at it is direct feedback from our customers as you know any time you buy something from The Home Depot we ask you to fill out your satisfaction with your shopping experience and if you can see from this chart we have made some progress but look its very early and this isn’t something that we say, hey this already a win for us.

We just think directionally, we are moving in the right way. Similarly, with market share, we believe there are areas where we gain share, like hard flooring and patio and we know there are areas where there are lots of opportunities out in front of us. I think a number that I look at in addition to the individual performance and categories is how is The

Home Depot performing in relation to the entire market. And for the last three months, there is sort of a good news and bad news story. The bad news is we performed a little over 50 basis points worse than the overall market. That’s the bad news. The good news is that over the last year, our performance relative to our market has been substantially worse than that. We have been under-performing our market by over 500 basis points. So we think reducing that gap and ultimately getting to the point where we grow as our market grows is one of the key additional successes on the investments we are making.

So let me talk a little bit now about our announcement today and where we see both the Supply transaction and the tender offer. Carol will take you through the details of this. We have signed an agreement to sell the Supply business for $10.3 billion, $10.325 billion, tax basis is approximately 8.4 billion which leaves cash proceeds of about 9.5 billion. We are expecting to close in mid-August, August 16th to be exact, and there is no financing contingencies in the deal.

We announced several weeks ago, a larger recapitalization which is very transformational move for our company, talking about $22.5 million recapitalization. The key point in that is that with the sale of Supply and with our now single focus on retail and there is our recognition that we are a mature retail business with strong cash flow, good growth prospects that’s not principally a growth business. There is an opportunity for us but we are not taking advantage to reevaluate our optimal capital structure. Hence, Carol will go through in a little more detail, that mature retail model supports the capital structure that facilitates capital distribution which is exactly what we have laid out. There is some intrinsic value that comes from swapping out expensive equity for cheaper debt and is very important for us as we have announced before that we have been retaining a strong a investment grade rating as we go forward.

So today as the first step in that plan we announced our tender offer of almost of about 13% of our outstanding shares. This is the second largest company tender ever. We are selling 250 million shares. If the tender was fully subscribed, we would be doing almost half of that initial recapitalization plan we outlined. It also expires on the 16^th and as I said this is the first step in the overall recapitalization plan.

The principles on capital allocation we laid out this past February and these actions are entirely consistent with these principles. First and foremost is the focus on our retail business, second we have an enormous opportunity within that business to drive cash flow generation, third as I said we are going to rebalance our capital structure maintaining focus on high return on invested capital, and then we are going to return that excess cash flow to our investors.

Again we laid in February and the actions we have taken over the last several months I think are true to this overall vision. We see ourselves first in terms of our sales growth as our objective is to

match our market growth. Right now as I said it’s the start. We see some headwinds in the home improvement and housing markets. Those — everybody is well aware of those. But eventually this market stabilizes and it’s an excellent market we have good growth potential. As we, every third-party has looked at it, when it looks as, when you look at the underlying supply and demand equation this probably stabilizes somewhere in the out years in 4 to 5% market growth, we think we should meet or exceed that growth as we focus investments in our store. We should be able to grow earnings more than that basic market growth rate. We have a lot of operational improvements. We are making significant investments and improvements in our supply chain. We wouldn’t be making those investments obviously if we did not believe we had significant operational leverage that we could achieve through that investment. And then finally we see earnings per share growth of over 10% as we execute this disciplined capital allocation velocities that I have outlined before.

From my perspective, this is a very exciting time within Home Depot, it’s a very challenging time. We know the market is a difficult market, but we also feel very good about the investments we are making in our core business. We think those investments are starting to take hold. We are very committed to the capital allocation principles that we set out in February and are now, as I say, executing, the first step of which is the tender offer we announced this morning.

So with that, let me turn it over to our CFO, Carol Tome. Thank you.

<<Carol B. Tome Chief Financial Officer and Executive Vice President — Corporate Services>>

Good morning everyone. Thank you Frank, and we are so glad that you joined us today. What I would like to do over the next several moments is to give you an update on the sale of HD Supply, talk to you about our perspective for capital allocation including our $22.5 billion recapitalization plan and then update our sales and EPS guidance for fiscal 2007. So let’s start by taking a look at HD Supply.

As you know, in February, we began a strategic alternative review of HD Supply, and upon a thorough review, we determined that it was in the best interest of our stakeholders to sell the business for $10.3 billion. This chart sets forth an estimate of the HD Supply’s transaction economics. The purchase price is $10.3 billion, and we expect to have expenses of approximately $170 million. Our tax basis at closing is expected to be approximately $8.4 billion and assuming a 40% tax rate, our tax gain is anticipated to be just over $1 billion. On a book basis, the gain is expected to be slightly higher than that at

$1.1 billion and the book gain will be reflected as a part of discontinued operation in our income statement. From a cash perspective we expect to net about $9.5 billion in cash. Given that we now we have a lot of cash coming our way and our business model is clearly changing we felt now as a prudent time to review the use of proceeds and our overall capital structure.

We believe strongly that our capital structure and our financing strategy should support our business model. Over the last ten years our business model was defined by high growth with sales growth on a compounded annual basis of 17% and earnings per share growth at 21%. We grew by adding new square footage and building out HD Supply. During that time and including December when we had our last bond deal we had a conservative financing strategy one that facilitated growth. Now that we’ve made a decision to sell HD Supply our business model has changed and will be defined by the investments we make in our retail business. As a mature retailer, our financing strategy, has evolved to one that facilitates capital distributions. We generate a lot of cash at the business with each US retail store generating on average $5 million of EBITDA. As we think about capital allocation from a strategic perspective we think about it in three big buckets, first we allocate capital to drive growth and productivity improvements. We are investing in our five key priorities: associate engagement, product availability, product excitement the shopping environment. We are also investing in new stores. And while our cash generation is good, we are satisfied. We believe we can generate more cash through working capital and operating margin enhancements. Secondly our case to preserve credit protection for our bondholders well at the same time optimizing our cost of capital, we are rebalancing our capital structure in light of these objectives. And finally we allocate capital to enhance shareholder returns.

When we embark upon establishing our targeted capital structure we have four objectives that we thought to make, first was to maintain liquidity to support our business strategy, second to provide a strategic flexibility, third to provide downside protection and fourth to optimize our cost of capital. To meet these objectives we realized that it would be very important to maintain a high investment grade rating and we worked with standard incorporated annuities before we made our recapitalization announcements.

Our targeted capital structure is to maintain debt levels relative to the underlying cash flow of our company and we are targeting on average to maintain an adjusted debt to EBITDA ratio of 2.5 times. With this target we believe we will achieve our objectives as we make in good liquidity with access to the A2/P2 commercial paper markets. We have a capital structure that flexes with the business. We have strong credit protection in the case of a prolonged downturn as we will keep our real estate unencumbered

And finally, we reduced our cost of capital. We estimate that our weighted average cost of capital will drop by 50 basis points to around 9% after the recap.

Our plan for capitalization is transformational for our company. We plan to repurchase $22.5 billion of our outstanding shares using the net proceeds from the sale of HD Supply, cash on hand and $12 billion in senior notes. We are using a phased approach to the recap. On the first phase is today’s announcement that we launched a Dutch auction tender offer to repurchase 250 million shares. The price range for the tender is $39 to $44, and at the point subscribed, represents almost 50% of our planned recap. We will pay for the tender using proceeds

from the sale of HD Supply; which is slated to close on August 16th, and using cash on hand. In the unlikely event that the sale is not completed in August, we will issue commercial paper or draw on a bridge loan to fund the repurchase. The tender offer expires on August 16th, with settlement to occur on August 23rd.

Now as we move into the next phase of our recapitalization plan, we will issue a total of $12 billion of senior notes over time, spread out across different maturities, and potentially different currencies and markets. As we issue the debt, we will look to repurchase our shares, most likely using an accelerated share repurchase or open market repurchases.

A pro forma of our capital structure and you can see on the top of the page we added $12 billion of new debt to our existing balance sheet debt as of the end of the first quarter. Our divisional (ph) authorities are spread out from 2008 to 2036. So we have plenty of room to institute new debt and a (indiscernible) approach to avoid refinancing losses. For example we have no existing debt expiring in 2012 or 2017 or 2022. Now before we move to our updated guidance, I want to confirm our shareholder return principles. First our dividend principle is to maintain a payout of 30% which means as earnings increase the dividend will increase. Second our share repurchase principle is to use excess cash to repurchase shares as well to create value. And finally from a return on capital perspective we will strive to maintain a high return on capital benchmarking all uses of excess liquidity against a value created for our shareholders through repurchases. We have also created debtholder principles. Our debtholder principles are to maintain our strong investment grade ratings with access to commercial paper. We will target on average as adjusted for debt to EBITDA ratio of 2.5 times. We will let our underlying cash flow dictate the use of cash. First to the business was excess cash going to share repurchases and we will adjust our debt levels well in terms to the underlying cash flow generation of the business. We plan tro maintain the existing ownership position of our stores. So as today we own 87% of our store base.

Now moving to our guidance, its important to note that effective this quarter, the second quarter we have reflect HD Supply as a discontinued operations which means our income statement will be reclassified to show the net financial results of operation on one line, earnings from discontinued operations. This chart supports on a preliminary basis, the reclassification for fiscal 2006 and the first quarter of 2007.

With that we will be happy to share this information with you so you can start to build your model.

Because HD supply will be reflective of a discontinued operation, our 2007 growth will also

[audio gap] and sell from 115 new stores. As Frank pointed out, the housing market remains very soft. And our current view is that retail sales on a 52-week basis will decline by 1 to 2% in fiscal 2007 driven

by weaker comps than we anticipated in the back half of the year and 7 to 10 fewer store openings than we originally planned, and that’s just a timing matter.

Now, given our updated view on sales, we believe our retail operating margin will decline by 120 to 150 basis points in fiscal 2007, just about 10 to 40 basis points worse than we thought at the beginning of the year. This chart sets forth our EPS expectations for 2007. Starting at the top, we reported $2.79 in earnings per share for fiscal 2006. And in February, we said we thought our EPS will decline by 4 to 9%. Based on our first quarter results, we projected that we would be at the low end of the range, down 9% for the year. Our May forecast included $0.18 of EPS benefit arising from HD Supply in the back half of the year. If you back out HD Supply, for the back half of the year, our May EPS forecast was down 15%. Given our current view of retail sales, we now believe our EPS will decline by 15 to 18% for the year with continuing operation down 12 to 15%. Now this forecast does not include the impact of the 53rd week. This is a 53-week year for us, and it doesn’t include that impact. The forecast also does not include big gain on sale at HD supply, nor does it include any benefit from our recapitalization plan. From a cash flow perspective, we expect to spend between 4 and $4.3 billion on capital this year, and we should end the year with about $2 billion in cash. We are at a very important turning point in our company. We are the number one player in the best segment of retail, and with a sale of HD supply, we now have a major focus on our retail business. The housing environment remains under pressure in 2007, and the correction may take longer than we originally anticipated. But, we are going to use the strength of our financial condition, and our strong cash flow to invest into the cycle, because we believe that when the sector turns around, we’ll emerge even stronger. We are also using our strength to return capital to our shareholders.

Looking to 2010, strategic investments that we are making now should drive retail sales, so that we meet or beat market growth. At a compounded annual basis, earnings should grow faster than our sales, and earnings per share should accelerate, because of our recapitalization plan. We are really glad that you joined us today, and on behalf of the team I thank you for support. We are going to turn now to Q&A session, and so, Diane (Dayhoff) are going to come back on the stage.

<<Diane Dayhoff, Vice President of Investor Relations>>

Before actually we begin our Q&A, I would like to introduce two other Home Depot officers who are with us today, and they are sitting at the seats in back.

Rebecca who is straight back there, she is our treasurer. And on the other corner we have Joe McFarland who is our Regional Vice President of the New York Metro Area. If you have a favorite Home Depot store in the New York Metro Area, I am sure he

would be glad to hear your comments on that store. So, essentially what we would like to do is since we are webcasting, we would like you to wait till the microphone gets to your seats, and ask your questions for those on and then who has been (ph) for webcast and hear the questions, Darrell and Barbara have the microphones

Are you lagging in any of them, is there any, of the five of them, any of them that you have been disappointed in that you feel that you need to change guidance (ph) a little bit to get it going?

<A>: So the targets have been negative (ph) no...

<A>: No, no, no, so the first answer is obviously, it feels like we are lagging on all of them. I mean you want to make more progress faster all the time. I would say out of 5, to be candid, if I were to assess where are we on each of them, we are a little behind on the pro. Frankly, some of that is related to, as we are going through the evaluation of Home Depot Supply and Home Depot Supply, whether it was going to be integrated with the business or not, that probably slowed us down a little bit. But this is, I think for each one of them, what I would underscore is, we recognize we have a lot of room to improve across every one of them.

<A>: Barbara (ph).

<Q>: Thanks, Armando Lopez, Morgan Stanley. You showed a slide on the voice of the customer where that showed some improvement in the first part of the year. Based on the survey that you have done, like where have you seen the biggest driver of that improvement to-date?

<A>: Right. So, the chart that we have shown there was likelihood to recommend which is sort of an overarching de-write (ph) the store. We have seen improvement on clean, so you go through what do we ask the customers, we ask about a social engagement, could they find the product that they were looking for, was the store clean and shoppable and was it a fun-shopping experience. Frankly, we have seen some improvement across every one of those, clean and uncluttered store, we have, as I said, we have made some significant

We’ve, as I said we made some significant investments there. Finding associates, associate availability we’ve improved, we got a lot more room to improve there and shop, can you find what you came into shop for I would say is an area again where we are seeing some improvement but there is a lot more improvement for us to get at.

<Q>: Good morning Mathew Fassler from Goldman Sachs. I’ve got a financial question focused on your pending debt issuances. Can you talk about the timing that you would expect for the, where you would expect just to be issued in one batch if you will or whether you are (indiscernible) and then sort of the timing between the issuance of debt and the subsequent associated share repurchase would that follow the debt issuance immediately or would that happen some other (indiscernible). Thanks.

<A — Carol Tome>: Well thanks for your question. As we said today we got a (indiscernible) recapitalization plan we intend to buyback

the shares just (indiscernible) we just announced today the second largest tender ever, we (indiscernible) get back completed in August and then we will work at further share repurchases over a phased approach, timing of share repurchases with the debt issuances. (indiscernible) happen this year potentially, could they happen this in next year potentially.

<Q>: Good morning Budd Bugatch, Raymond James. I mean you talked about 120 to 150 basis points deleveraged this year on the margin. Can you kind of (indiscernible) with how much of it is deleveraged because of sales, how much extra investment, how much will continue going forward in your program to (indiscernible) stores?

<A — Carol Tome>: Yes (indiscernible) true to the reinvestment plan that we laid out at the beginning of the year and if you go back to February you will recall that we said that our operating margin in the retail business could be down about 110 basis points that has some gross margin goes into and expense deleverge because of the negative comp sales

Because of the negative comp (indiscernible) environment as well as the retail investment plan. As we look out now for the balance of the year, that further deterioration in our operating margin is really because of the sales environment. We had envisioned that the (indiscernible) market will start to turnaround but that’s not in 2007 as you recall and our compound is such as that, we don’t think that’s going to happen so that sales pressure putting some pressure on the operating margin.

<Q>: Hi, Susan Hoffman (ph) from AllianceBernstein. Question based on your investment grade (ph) principle, you alluded that you are trying to adjust that level

<A>: Our targeted capital structure based on a ratio letting the underlying cash flow support the debt levels. This provides a tremendous opportunity to flex if they were a prolonged downturn and we are not — we are not projecting that but if that were to be the case we could require debt. So that debt causes to think about how we might issue debt as we go about or completing our $22.5 billion, share repurchase plan.

<Q>: Eric Bosshard, Cleveland Research. Two questions, Frank you commented the delta versus the market I think it improved from 500 basis points to 50, can you give us more color on that and then secondly the margin goal I think back in January was perhaps 12% in 2010, is that still unachievable target?

<A — Frank Blake >: First taking the second the first yes we think that it’s still achievable. I think there are again a lot of operational efficiency that we can achieve. It’s not just the supply chain investment, but also you look across our business and as we focus in our business as you can imagine we saw quite a bit shift from our growth mentality to okay we are mature retailer is, we have value accretion opportunities literally in stopping doing it as well as the things we will do, we can create value and margin opportunities by stopping doing some activity until our price still feel that set target is an achievable, an achievable target. Now I am forgetting your first part of your question. The 50 basis points

versus the 500 basis points I will just comment on that is I think we are starting and I think again its very early but we are starting to see some of the investments that we are making in our stores and our associates taking hold.

If you just look at something like maintenance spend, going up 2.5 times what it was in 2005, what you do with your facility is partly a reflection of the pride in your business and in your associates. And I hope that our customers are feeling that. And that’s part of what’s reflecting our improved performance versus the market. I would say also to be candid, probably there is some part of the advantage that comes to my side (ph).

So, you noted in the last quarter that actual closings of home improvement-related stores exceeded openings, as there is some pressure in some of smaller competitors that we deal with. So, may be some of that is in that number as well. So I think some of that’s in our performance and some of that is, as Carol said, we are the number one player in this market. And as we stay the course, we should be able to pick up share.

<A>: Yes, here.

<Q>: Good morning, Eric Miller from Lehman Brothers. Just going again on the debt principles, can you talk a little bit about the 2.5 times, how close that number you want to stay, are you open to being 3 or 3.5 times. And when you look at your debt ratings, A2/P2 CP access would equate to mid BBB or higher credit ratings, is that your downside that you are looking at go lower than a mid to high BBB credit ratings?

<A>: On the rating question, we believe a strong investment grade rating is very important, and so today, as you may have seen, BBB+ is our current rating, and that’s where, we are very comfortable with that rating. And so, we will continue to manage our cash flow ratio to maintain that rating. So it’s always going to be a little ups and downs, and at any point, when you measure the adjusted debt to EBITDAR, it maybe a little bit higher than 2.5, it may be a little bit lower than 2.5, but over the average over the long period of time, we are targeting 2.5.

<Q>: Thank you. Cooper Mendel (indiscermible). Two questions, one an easy one, one a little bit long. The easy one is, what are you up to in your Springfield, New jersey store that’s adjacent to 24 where you’re converting an Expo store into something else. It’s a very large store so I don’t know what you’re going to carry in that store. Then a more detailed, more philosophical question. About two years ago at his annual meeting Warren Buffet, who historically has been a big fan of stock repurchases, observed that he had changed his view because he had found in the last few years that stock repurchase programs had become more stock support operations and really were conducted by managers without regard to valuation. I’ve studied this stuff for about 40 years and I see some repurchase programs are designed to offset option dilution, some repurchase programs are designed to enable management to exercise options and sell them back to the Company very nefariously, I’ve seen some stock repurchase programs that are exercised without regard to valuations, and then I’ve seen the real smart ones are based upon a view that if we buy back a bunch of stock we are going to leverage the equity returns to holders that remain with the Company. And I’m just curious, given the uncertainty of your business, how confident are you, take a scale of 1 to 10, 10 being high, one being low, that those that don’t tender back to the Company and that stay the course for the next 3 or 4 years will find their returns positively leveraged.

<A>: All right, let me take those questions in order because I know I won’t forget the second question but I will (ph) forget the first. In terms of what we are doing the store in New Jersey, as you certainly invoked but (ph) what we have the opportunity there to do is in effect a super store and see what we can do with significantly more square footage than we have in a typical Home Depot. I am cautious with every experiment we do in format, that people not put too much into that or think that that’s the future course of the company. It was an interesting opportunity for us in terms of being able to experiment with the different format. We will see what comes from that, but that’s what we are doing in that store.

In terms of the second question and repurchasing philosophy obviously we believe we are in the last group there in terms of why we are doing a share repurchase, you know why we are doing at this particular time, I am not going to give you a 0 to 10 response but what I would say is from the company’s perspective this is a very good time, I mean just if you think about the timing between the supply transaction, what we are saying we are doing in terms of focusing in our core and also as you say the headwinds in the market, than we’re focusing for the home improvement and housing that we think is this a good time for us we are confident about our plan, we are confident about that 5% sales growth, the leverage on earnings and the additional EPS growth that we can get through the disciplined capital allocation. We feel very good about the investments we are making in our store and about the kinds of results we are seeing from those investments. At the same time we are tendering our shares and we will — we would expect that there would be investors who would say given all the uncertainties we would just as soon tender our share.

<Q>: Hi (indiscernible), just a quick question on the capital spending. You have mentioned you are spending 2.5 times what you spent in 2005, now can you just give us a sense is that the right ongoing number that we should be thinking about, or is a lot of that catch-up which you expect to come down?

<A>: There’s some element of that, I mean first off that’s obviously not all. I mean that’s just one portion of the capital expenditure. We have new stores. We have significant refurbishments our repairs in the stores, so that was just talking about some basic maintenance and frankly there was catch up in that.

<A:> If I could just jump in on the capital. I got up at 4:00 this morning to think how can we best answer questions about capital spending, so as I looked at the capital spending that we have laid out for the next several years in this $3.7 to $4 billion range it became very clear that you can bucket the capital in two big buckets. The first bucket, what we can call growth capital, which is capital for new stores. The second bucket

sustaining capital, and that’s the maintenance spending for a supply chain, investments and technology etcetera. Now sustaining capital in many ways can be growthy so they can drive operating margin expansion that is sustaining, and to most of the amount of sustaining capital we will be spending over the next several years it happens to — at that lengthy amount of our depreciation. So, that’s our — to do it in models we think about capital spending for us. To me that’s an easy way to think about it, growth for new stores sustaining equal to our depreciation dollars.

<Q>: Hi, thanks, now Steve Chick of JP Morgan. I guess relative to your sales guidance the new guidance for ‘07, is that — is that based on what you’re seeing in the business currently in today, I mean does it has the negative 7 or so comp that you had in the first quarter continued into the second? And then secondly, it looks like in February you had said mid-single digit decline in comps, and you know the guidance I think said the same thing. So, if you could just clarify that? And then I have a second one actually.

<A>: Okay. Steve, I will have a general answer, and then Carol may have more specific. So, I’d say it is not a function of the second quarter being significantly different than we’ve planned. It is more a function as Carol said when we laid out our plans while we expected headwinds through ’07. We were thinking this might start pick-up a little bit in the back half. There are lots of explanations for the impact at the sub-prime markets and the like, but we see that pushing out and so really the revision is more around how we’re thinking about the back half of the year than where we are now.

<A — Carol Tome>: Absolutely. And when you think about the guidance that we’ve given for mid-single digit negative, standardly our range is wide. That is a negative three to negative seven. So, we just moved a little bit off a where we were in February.

<Q>: Okay that’s helpful and then second so as we look into next year you have an ‘08 to ‘10 plan of 10% EPS growth, I know its kind of early but if were us would you think about that starting to take hold into ‘08 or will ‘08 maybe be higher because the investments you are making in ‘07?

<A — Francis Blake>: Yeah I would say it is early on ‘08 with the crystal ball isn’t that good in terms of what the conditions are that we are going to be facing in ‘08. But as I’ve said I would, we are more oriented around the first half of ‘08 being, we are seeing continued headwind. So, where we had been thinking gee this market is going kind of go back to that 4 to 5% growth. I am not sure we are going to see that kind of growth in that, on the home improvement housing market in ‘08.

<Q>: (indiscernible) Merrill Lynch. I just have a couple of questions about the impact in stripping out the Home Depot Supply business. I

am wondering on an operating basis whether Home Depot Supply was a cash user or generator, trying to get a sense of whether working capital trends would have been better over the past year or so in fact had you not had the business and then also what the, there were lot of useful numbers in here but I don’t think I saw what the ROIC difference would be ex the supply business so how does it change the returns profile of the company even before the buyback thank you.

<A — Carol Tome>: On the question regarding working capital, HD Supply was a working capital user, not material in the scheme of our company size but they were a working capital user, the numbers are a bit deserted because of the number of acquisitions that that company made over the past several years for the existing capacity of components of working capital. They slightly have payables and inventory offset each other and then they had a big investment in receivables, because they underwrite their own customers.

So that should then be a positive for us, when they leave us. And on the second question, ROIC, we have been doing some ROIC modeling if you can appreciate, ex-ing out HD Supply. HD Supply, because of the acquisition premiums that were embedded in that business, was dilutive from a return on capital perspective, pulling that out helps the retail business, but clearly, the retail business is under a bit of pressure this year, because of the operating margin contraction now. So we will expect the retail business return on capital to decline this year, and then return back in 2008. And so we haven’t finalized our numbers yet, but it’s just directionally if you think about it, it will go down in 2007 back up in 2008.

<Q>: Gary (indiscernible) with Credit Suisse. Two questions, first just a simple one on real estate, you mentioned 87% of the stores are owned unencumbered. Has there been any thought as you looked at the whole capital structure about whether that is something that really needs to be owned. And I understand the value of being able to play around with the stores (indiscernible). Have you thought through whether that’s something that should be on the balance sheet as you look at your capital structure?

<A — Carol Tomé>: We look at this as you can appreciate over a number of years and we continue to believe that the best way to finance our company about the cash flow and to leave the real estate unencumbered because it allows to do what we want to do with the stores. Its powerful to be able to take an old expo store and combine it with another Home Depot to rate a 200,000 square feet store and see what’s up. So we could not done that if we didn’t own that by real estate, so for now where are we going to get real estate alone.

<Q>: And the second question is margin, I think it looks like you are ending this year about 9.7 in retail margin just using 150 off the 11.22 to put in the slide, Frank you just talked about the 11.9 if you got to 11.9 that will be just significant higher growth than you are projecting out, so is the growth, how do we — how do we think about was the 9.7 some what inflated or was the 11.2 inflated inflated because of how strong, the macro environments has been in the last 5 years is the 9.7 going to be a challenging one to maintain because you had SAP and all these other investments, I how should we be thinking about what’s the right margin that we really wanted to thinking about? Thank you.

<A — Carol Tomé >: When we laid out our margin expansion target in February where we were going from 2006 to 2009, we started with 50 basis point improvement, so clearly we are taking a divot this year, so we have got to climb out of that divot to get to that 11.9. Climbing out of that divot is going to come in a couple of different ways, first returning to positive comp sales. We had this expense develerage build into our business given the amount of operating leverage that’s in our business. So when comps are negative we don’t leverage expenses. So when that — when that turns around obviously we immediately start the operating margin expansion, then with the investments that we are making in both supply chain and core retail those are the transformational investments that are really going to allow for our direct expansion, now as you think about this so it doesn’t happen overtime

So it doesn’t happen over time. Its — there is a bit Springfield because we won’t see those benefits really ticking in and so we are fully operational and we want to be fully operational and so the 2010 timeframe as Frank pointed out, we’re just going live with Canada this year.

<Q>: (indiscernible) William & Company (ph). Could you talk a little about your attitude towards experimentation in the stores, you mentioned I think Springfield. You are doing things with (indiscernible) stores in California and also you have had some smaller stores specialty prototype going for a couple of years, looked a whole of course of that and then secondly, do you see a need to do a total reengineering of your store since remodel piecemeal over the year and it looks kind of disjointed in many places?

<A>: Well, first you know we don’t see the need for total reengineering of the store, I mean this is something where there are always opportunity to improve — if you look just — a simple example at the amount of space and the range of products that we had five years ago on patio versus today, I mean that’s a huge difference and yet we think these outdoor living products fit well within the current footprint and framework of our stores.

In terms of experimentation, my perspective on that is we will continue to experiment. Its — that is part of the — lifeblood of the retail business to look at new formats, look at new products, look at new ways of

new products, look at new ways of presenting products. We talked about the large store where we are going to experimenting with. We have some smaller format stores, we have some format stores. I just - - I caution us internally, and provide the same caution externally not to attribute too much significance. The problem with experimentation within the company of our size is looked to be relevant, we have to very large, and that’s pressures to be very large, and sometimes

(indiscernible) high expectation. So, I personally believe the experimentation is very important, but I believe that we will succeed that when we lower our internal expectations and also our external expectations around those experiments.

<Q>: Hi, (indiscernible) from Sanford Bernstein. I wanted to follow-up, you mentioned on the supply chain being critical, assuming we get the margin. I was wondering if you could maybe expand on the logistics and distribution strategy. I think you had said that this year, you would be sort of developing it internally. I was wondering has (indiscernible) sales presented a more detail strategy, do you have something that you could share with us or at least give us a sense of whether we might begin to hear more?

<A>: Absolutely. I mean this is, as you can imagine, what Mark is 100% focused on. As I referenced in one of the slides, I didn’t talk to it, but he has got pilots underway in terms of thinking through his objective, just take one step back sorry, his objective he has been clear is to significantly change the flow of goods from a direct-to-store model where we have approximately 60% now to much more through distribution facilities. So, dramatically change that mix flow, he has already got a pilot underway. And again as I said, part of that goes to both the physical facilities as well as the data flow that supports the physical flow of goods. This is not one switch that we are going to flip on

in the year 2010, we are going to be making incremental progress as we go. As I mentioned in the first aspect of that is what we are doing in Canada, where our pilot — really begin at the end of this year. So, it’s progressed. It’s going to be a long, no, it’s going to be multi-year pack, and we know, we are going to be making significant investment along that part.

<Q>: Hi, Adam Clark, BMO Capital Markets. Is there a contingency plan if the auction doesn’t get you all 250 million shares that you are seeking?

<A>: We will buyback $22.5 million of our shares, and so we’ll complete the tender, it expires on the 16th of August. We will see what shows in the tender, we’ll spend on that on the 23rd, and then we can immediately, if we haven’t bought all the shares back that we have offered in the tender, there will be something else.

<Q>: Perhaps a special dividend?

<A>: Perhaps an accelerated share repurchase.

<Q>: Okay. Second question, how many employees per store are you adding this year to include service levels?

<A>: So, the way we looked at that is, we look at payroll as a percent of sales. And this is actually discussed all the time internally. And where you will be as a store manager in terms of whether you are adding hours or people will depend both on where you are in the season, in your particular store we have significant seasonal ramps. And obviously where you are on your sales. So, if you walk into some of our stores, they would say, do we hear about the investment in payroll, and they'll say we don’t hear it. it will still be a significant investment as our shareholders look at it, because we will be delevering payroll, with, for example

sales were declining but, we are maintaining the same associate. So, that sales ratio is that hourly payroll of the sales ratio is going up, and other stores we would see an increase. We have targeted about a quarter with $1 billion investment in that and I would say, that’s roughly where we are, we are tracking to do that.

<Q>: Weinswig [Deborah Weinswig] from Citigroup. Two questions one is at the analyst meeting, I believe it was Bob DeRodes discuss Home Depot’s work with Dunhumby can you give us an update on that? And then secondly can you also just give us a broad overview in terms of an international operations update? Thank you.

<A>: So, so first on Dunhumby what Deborah is referencing is we are doing a lot of work now with the company called Dunhumby I believe that’s only impart by Tesco and Kroger, what they specialize in, is very detailed data around our customers and what customers do want, and what their product baskets look like and which customers are price sensitive etc. You would frankly find some of that data that again I in some of these conferences we referenced that we realized about 2% of our customers were driving nearly 30% of our sales, which is was pretty impactful piece of data for us in terms of recognize our customer segments to focus on. So, if you can imagine what we’re doing with the data and we spent literally teams over to meet with the Tesco folks we’ve sent teams to Cincinnati to meet with Kroger, what you do with that data is then, you want to set a

a pilot, you try to understand better the sensitivities with two customer segment to particular product, particular price point, we have got a number of pilots underway frankly across the country as we try to get that deeper understanding of what drives our consumer behavior. Again, thinking about the opportunities that lie ahead for us, that’s just an enormous opportunity getting that deeper understanding of our customer.

<Q>: International.

<A>: International, sorry, all these second part questions On the international side, Mexico and Canada remain very, very strong for us. The Mexican market continues to outperform, I mean our stores in Mexico continue to outperform our expectation. Similarly, in Canada we are very pleased with Canadian performance. Both of those markets have been strong markets for us. China, we started in China in December. I would say we are very much in the learning mode. I mean we are not going to be articulating a growth vision for China until we feel like we understand exactly what is the winning formula there, and we are still in the learning process.

<Q>: (indiscernible). Thank you (indiscernible) Capitia. The National Hurricane Center has projected an above average hurricane season with 12 to 16 named storms and three or five major storms, how you factored the hurricane related materials into your estimates? And the second part of my question is, is this supply chain prepared to deliver products to the market, for reconstruction if a disaster were to occur

<A>: So, answering the second part first — our supply chain is prepared, I mean we believe that we have developed some true core competencies around how to respond to disasters, how to stage product, how to be the last to close and the first to open, you know we have seasoned store operators who have been through this before and know how to provide what those communities need in those times with disaster. In terms of what’s welcome to our numbers that I mean my recollection is last year that it was the same projections, and we were the first that was the first hurricane season without a storm hitting those mainlands. So, we are not projecting.

<A — Carol Tome>: But we love them as long as no one is hurt.

<A>: All right.

<Q>: Hi it’s Dan Daniel Binder from Buckingham Research. I have couple of questions, just with regard to the new operating margins guidance is that primarily a function of expense deleveraging or it is something that changing on the gross margin line, and just referencing something said at the analyst meeting earlier this year — maybe you can give little more color on that. Will I think half of the 40 to 50 basis point gross margin improvement expected at retail was expected to come through a better credit agreement, and I am just wondering if anything is changed on that front if anything is changed with the vendors support as volumes have come off or if a combination of levels and expected deleveraging.

<A — Carol Tome>: Nothing has changed from our gross margin perspectives that we have that in February as it relates to vendor support or the change in the cost of the growth financing associated without our credit card. But operating margin guidance is a pure function of what we see is happening on the top guide for the back half of the year.

<Q>: Jason (ph), first question on the pricing strategy, talking about and about in the rationale on the promotional front. And I think at the same time, we’re getting a message at the analyst meeting early this year that you have already sort of portfolio management approach to pricing, and would involve perhaps some pricing cuts in key categories and balancing that with price increases elsewhere directly we’re part of mind for the customers in everyday low price in the market. Just wondering, I could give us a little bit of an update on what you’ve done on there, and what you’re seeing in terms of competitive response?

<A>: So, and I think are the way, we’re looking at this, let me take this last quarter as an example, if you had looked at the start of the quarter and what we have planned. We significantly reduced promotional activity, what we were reducing though is activity that we thought was cluttering and confusing to our customers not sending a clear enough message around value and frequently

not gross margin dollar positive. So, it was more but just frankly we’ve gotten into a pattern of promotions and that our team, sometimes, you just feel like I’ve got to repeat the same thing I did last year, because that’s what I’m copying against we felt about very strongly that we needed to break that cycle at the same time, it is very important for us that’s customers understand they’re coming to The Home Depot is the best place to go for compelling value. And some of that will be in things like the $99 going install that we’re offering now,

where for however many rooms in your house that you have you get your flooring installed for $99. That’s a compelling value offer. It’s a deeper offer more targeted and we think more impactful (ph) and so what we try to ship to is those impactful values to our customers that also are accretive to on gross margin dollar.

<Q>: Competitive response.

<A>: As this is — we compete across a lot of different venues. We’ve got large big box competitors. And, we’ve also got lot of independents. Across some of our markets, we have obviously lumber and building materials and our pro distributors. And as looking when we see the kinds of head winds that our market is seeing you are going to expect see some pretty strong promotional activities from our competitors. But, I think what you are also seeing from us, I would hope you would see is if you take our tabs (ph) and memorial day our tabs on July 4th very focused coherent message on value and from a promotional perspective something again that’s clear and not just randomly going off in responding to every competitive promotion out there.

<Q>: Hi John (indiscernible) Carol — given your intention to manage to 2.5 times high BBB credit rating and given that current outstanding bond holders felt quite a bit of pain in the last couple of weeks and

now you want us to absorb another $12 billion in new issuance. Can you talk about some of the measures that you are taking to restore some of that goodwill to the fixed income investors base measures such as to company steps or other? Thank you.

<A>: Thank you for your question. I know it’s been a difficult time for our existing fixed income investors as because just six months after a debt issuance in December where we set forth a credit rating that is significantly different than today, but we changed course on you. But our business model has changed, six months ago we did not anticipate that we will be Selling HD Supply and now we have. So, I apologize for that because I know (indiscernible) of the importance of our (indiscernible) come investors and if you look to raise at this more debt capital we will look to (indiscernible) bond differently (indiscernible) into the debt.

<Q>: (indiscernible) government back to a couple of questions. Do you view the two third and 236 guidance for the current year (indiscernible) where they normalize earnings which you expect to (indiscernible) we were at the industry receives back to normalize level of spending and how do you relate that area. Would you current view at the present earnings as normalize or its depressed then I have a second question. I

am not — I am really not sure they are — they are reasonable projections for those for the markets that we have, we believe that the market is going to be recovering and its that period of recovery is a little farther out than we had anticipated. So I am not sure — I am not sure where the right way to characterize then there is normalized for depressed as it is just they are what we see in terms of the back half particularly

so, the back half, particularly the back half of 2007. And again we do expect that to recover, again with headwinds at the start of 2008, but eventually recover.

<A>: This is only the second year in our history where we had negative comps. So, I would view them as depressed earnings, because negative comps are going to put pressure on our earnings, this

because of the nature of our expense structure.

<Q>: Second question is (indiscernible) I need some assistance. I’m not ready to the next quarter, where we always looked at earning power. It seems to be that if I assume, we got $9.5 billion coming in, but no costs associated with it but you are giving up your earnings on it. And we borrow $13 billion, 6.5% pre-tax, some number like that, if we book entire $22.5 billion in one shot, and I assume the average of $44, that this program should add $0.50 to your earnings power roughly?

<A>: That math works for me.

<Q>: Thank you.

<Q>: Hi, Frank. This is Michael Baker from Deutsche Bank.

<Q>: Question on the operating margins and retail margins, if I go with that 12% in 2010, and this year you will be kind of bit lower, so about 200 or basis points improvement. Can you quantify, (indiscernible), of that roughly 200 basis points gain, how much of it is just simply from returning back deposit comps, as you said previously, Carol, and how much of it is from the supply chain improvement that you, I guess is a long way out, can you quantify the benefit of supply chain improvement? Thanks.

<A>: Yeah, every point of comps is about 20 basis points of expense leverage or deleveraged depending on which way the comp is going. So, you can comp a negative comps or positive comp and you can see basis points of operating margin expansion just from the sales, and is clearly

the strategic investments that we’re making and supply chain and core merchandizing will drive the this season of the market expansion and this — the latter part of our time horizon (ph).

<Q>: It’s that if you go from a minus 5 comps this year to let say a plus 2 overtime that’s 7% percentage point — without the 140 basis points right there. So that’s the majority of that?

<A>: Yes. It’s a bit cheaper, but you know (indiscernible).

<Q>: Thank you.

<A>: Yeah.

Operator: Any other questions.

<Q>: I think I’ll ask you another one. Two questions. First, at the Analyst meeting earlier this year I think I got a sense of what rough number was, but what stood out of that was the cost of really fixing the supply chain or getting it to the way you want it. I think going into that meeting I was perhaps a little bit higher than where I think you might end up by at a bit more at 2 billion top (ph) in the market got the sense maybe close to 1 billion. I was just wondering if you can give us an update now that you have had more time and you’ve had more time to review that. What do you think the cost is behind the (indiscernible) in terms of getting the supply chain set and also the expected investments that you’ll have to make to get the IT System to where you want them? And, the second question is more of a housekeeping question. I guess despite the Home Depot supply business being reported as a discontinued operation going forward, your diagnosis suggests that we should still improve it in our numbers for the first half, is that correct? You are at 230 to 236? so that can take..

<A>: That — that’s correct, because of course we have to report consolidated earnings per share for the full-year.

We had earnings from discontinued, earnings from continued and then total.

<A>: So if you took the math that Carol did, it was the $0.18 from the second half that was correct Franc (ph).

<A>: And (indiscernible).

<Q>: I mean just generally first Carol what about continuing operations?

<A>: Continuing operations I commented on and it is the chart is down 12%. So that’s helpful.

<Q>: Okay convinced.

<A>: On the supply chain, again we are in the first stages, we are seeing that it’s about a billion and half when you look at both the IT investment and the physical infrastructure investment. And again to the prior question in terms of the benefits I would start to lay out what we think the benefits are and they go across not just improvement in our inventory but the basic improvement around how we operate our stores, about being able to take some of our hours out of receiving and turn it into customer facing hours. So there are lots of opportunities that we see outside just straight improvement in the inventory turns that we will be able to get as we improve our supply chain.

<A>: Any other (indiscernible) had a question.

<Q>: Just really quickly I have got — I am very curious as to why the likelihood of recommending Home Depot as a place to shop goes down seasonally in the first months of the year.

<A>: Sure.

<Q>: I mean its happened both years?

<A>: So and this is for every measurement its why you have to be cautious. There are a thousand stories behind every metrics. So on likelihood to recommend what you get is and again we are very cautious of it and we take

this into account as we think about our business. Think about it as a shopper. The fewer people in the store the better your shopping experience is as a generalization because you have more direct attention from our resources. So we see consistently on a seasonal basis that as we get into our seasons and as customers increase and transactions increase, that the score tends to trend down. But again we recognize that, we recognize that you have to take these numbers and put them in context.

<Q>: It’s a challenge from the (indiscernible).

<A>: Yeah.

<A>: Yeah, absolutely, but it also says yeah look our goal wasn’t to make the customers that we had happier, it is to make more happy customers. So, you got — you got to measure both things. You are also happy if you get more customers.

<A>: With that thank you everybody for joining us today. We appreciate anybody else asking any questions they can call me, they can call with data and with that this concludes our details. Thank you.

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EX-99.(A)(5)(F)

Exhibit (a)(5)(F)

2007 Investor & Analyst Conference Frank Blake Chairman & CEO Retail Update July 10, 2007

This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot's common stock. The Home Depot's offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission's website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536 Tender Offer Information

Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995 Certain statements contained herein, including any statements related to the sale of HD Supply, the planned recapitalization of the Company, continuation of reinvestment plans, capital allocation principles, targeted capital structure, state of the home improvement market, state of the housing market, sales growth, earnings and earnings per share guidance for fiscal 2007 through fiscal 2010, constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on currently available information and are based on our current expectations and projections about future events. These risks and uncertainties include, but are not limited to: the successful divestiture of HD Supply, including timing of the close of such transaction; the success of the tender offer; the ability to issue debt securities on terms and at rates acceptable to us; economic conditions in North America; conditions affecting customer transactions and average ticket, including, but not limited to, weather conditions; improving and streamlining operations and customers' in-store experience; and the impact of competition. 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 January 28, 2007.

180 Day Assessment Housing and home improvement markets remain soft Retail investment in 5 Key Priorities on track HD Supply strategic review completed Recapitalization announced

Housing Correction 1947 1947-II 1947-III 1947-IV 1948-I 1948-II 1948-III 1948-IV 1949-I 1949-II 1949-III 1949-IV 1950-I 1950-II 1950-III 1950-IV 1951 1951-II 1951-III 1951-IV 1952-I 1952-II 1952-III 1952-IV 1953-I 1953-II 1953-III 1953-IV 1954-I 1954-II 1954-III 1954-IV 1955 1955-II 1955-III 1955-IV 1956-I 1956-II 1956-III 1956-IV 1957-I 1957-II 1957-III 1957-IV 1958-I 1958-II 1958-III 1958-IV 1959 1959-II 1959-III 1959-IV 1960-I 1960-II 1960-III 1960-IV 1961-I 1961-II 1961-III 1961-IV 1962-I 1962-II 1962-III 1962-IV 1963 1963-II 1963-III 1963-IV 1964-I 1964-II 1964-III 1964-IV 1965-I 1965-II 1965-III 1965-IV 1966-I 1966-II 1966-III 1966-IV 1967 1967-II 1967-III 1967-IV 1968-I 1968-II 1968-III 1968-IV 1969-I 1969-II 1969-III 1969-IV 1970-I 1970-II 1970-III 1970-IV 1971 1971-II 1971-III TBD 0.043844857 0.043243243 0.050286182 0.059355346 0.058371736 0.060980172 0.058780577 0.054505814 0.051851852 0.051465064 0.05416511 0.061463047 0.065770349 0.07167955 0.07384106 0.067964263 0.063221884 0.054054054 0.050058207 0.050287356 0.051238258 0.052526973 0.051603905 0.052234787 0.052061311 0.051832461 0.050380478 0.05027933 0.050626166 0.053989362 0.057247899 0.059563543 0.062096374 0.062302263 0.060071514 0.056807512 0.055335046 0.055043759 0.053494195 0.051327829 0.049431321 0.048344948 0.047169811 0.047453954 0.046035242 0.045841519 0.047699809 0.051340206 0.05611627 0.056648308 0.055566464 0.053585347 0.053900171 0.04961034 0.04783513 0.048319328 0.047925744 0.047309833 0.048962505 0.049422222 0.049305556 0.050068587 0.049491525 0.049047699 0.050132802 0.052683246 0.052091681 0.053196527 0.054495074 0.051912568 0.050260999 0.050029603 0.0487279 0.048298263 0.047297297 0.046153846 0.045147898 0.04256956 0.040206705 0.036178912 0.034600807 0.038419453 0.039899654 0.042213884 0.041936584 0.04224729 0.042310202 0.04368258 0.044953174 0.044453549 0.043351731 0.040513637 0.040007864 0.038133953 0.038450557 0.042739102 0.044250205 0.048789206 0.051171772 Private Residential Investment as a Share of GDP Average = 4.8% 5.1% as of Q107 5.1% as of Q107 Reversion to the Mean Continues Source: Bureau of Economic Analysis (BEA)

Inventory of Homes for Sale Q299 Q399 Q499 Q100 Q200 Q300 Q400 Q101 Q201 Q301 Q401 Q102 Q202 Q302 Q402 Q103 Q203 Q303 Q403 Q104 Q204 Q304 Q404 Q105 Q205 Q305 Q405 Q106 Q206 Q306 Q406 Q107 Q207 Existing Home Sales 5.0333333 4.733333267 4.5 4.233333433 4.733333267 4.666666667 4.366666633 4.333333333 4.733333433 4.800000033 4.5 4.4333334 4.899999933 4.899999933 4.700000133 4.5999999 5.0333333 4.5 4.600000067 4.4333334 4.266666733 4.366666633 4.166666833 3.866666633 4.333333333 4.5999999 4.8333335 5.133333367 6.3666668 7.1333332 6.899999933 6.733333267 8.45 New Home Sales 3.5333333 4.099999933 5.0666666 4 4.0333334 4.133333367 4.600000067 3.5666666 3.633333367 4.299999867 4.733333267 3.9333333 3.7666667 3.9666666 4.699999967 4.0666666 3.433333367 3.5666667 4.699999967 3.5999999 3.5 4.199999967 4.766666567 4.100000067 3.833333333 4.4000001 5.5 5.699999967 5.633333367 6.800000033 7.633333367 7.666666667 6.25 Existing Homes1) New Homes2) 1) Reflects existing single-family home sales (Not Seasonally Adjusted) Source: NAR, Moody's Economy.com, Bureau of Census 2) Reflects new home sales (Not Seasonally Adjusted) Months Supply of Homes for Sale Housing Inventory Continues to Grow

Five Priorities: Progress Report Restricted stock for Assistant Store Managers Success sharing (65% of stores - Q1) Reduced turnover Master Trade Specialists Accelerated product line reviews ECO Options launch Improving share performance in key categories Warehouse Mgmt System pilot live in two distribution centers Canada Core Retail pilot scheduled for late 2007 Testing distribution concepts Spending 2.5 times 2005 maintenance budget Completed over 1,000 projects in top 50 markets Bid room volume increased 200+ percent Adding Pro sales managers

Voice of Customer Likelihood to Recommend U.S. and Canada Stores Improvement Over 2006 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan 2006 8.53 8.52 8.48 8.42 8.41 8.44 8.45 8.46 8.48 8.51 8.52 8.52 2007 8.58 8.55 8.51 8.47 8.47

Market Share Areas of share gain: Hard Flooring Patio Lawn & Garden Tools & Hardware Areas of opportunity: Bath Faucets

HD Supply $10.325 Billion sales price Tax basis approximately $8.4 Billion Cash proceeds, approximately $9.5 Billion after taxes and expenses Expected to close on August 16 No financing contingency

Recapitalization Recapitalization Transformational $22.5 Billion Recapitalization Sale of HD Supply simplified business model and created opportunity to reevaluate optimal capital structure Mature retail model supports a capital structure that facilitates capital distribution Intrinsic value created by swapping out expensive equity with cheap debt Retaining strong investment grade rating very important

Tender Offer Tender Offer Tender Offer for 13 Percent of Shares Outstanding Second largest company-tender offer ever Seeking 250 Million shares Fully subscribed tender ~ 44 - 49% of stated recapitalization plan Offer expires August 16th First step in recapitalization plan

Capital Allocation Principles Focus on the retail business Drive cash flow generation Rebalance capital structure / maintain high return on invested capital Return excess cash flow to our investors

Home Depot Vision Sales Growth (CAGR) Earnings Growth (CAGR) ~5% >5% Match or exceed market growth Focus on our stores Slowing new store growth Short-term deleverage... investing in stores Mid to long-term leverage through supply chain and operational efficiencies EPS Growth (CAGR) >10% Exceed earnings growth through disciplined capital allocation

Carol Tome CFO & EVP Corporate Services

Preliminary $ Millions Sale Necessitates Distribution of Proceeds & Capital Structure Review HD Supply Transaction Economics 1) Will be reflected in discontinued operations

The Home Depot Capital Structure Evolution Maturing Business Model Drives Different Capital Structure

Capital Allocation Strategy Use strong operating cash flow to: Fund retail investments Top 5 priorities Store expansion Increase cash flow generation: Working capital improvements Operating margin enhancements Rebalance capital structure: Support business model Maintain high return on invested capital Distribute excess cash returns to shareholders: Maintain 30% dividend payout Return excess cash through repurchases Drive growth and productivity improvements Enhance cash returns to shareholders Preserve credit protection and reduce capital costs Focused Approach

Capital Structure Objectives Four key objectives: Liquidity to support business strategy Strategic flexibility Downturn and credit protection Cost of capital optimization Worked with rating agencies to assess credit rating implications Optimal Capital Structure Balances Risk with Return Opportunities

Capital Structure Strategy Targeted leverage levels commensurate with strong investment grade credit ratings Total adjusted debt/EBITDAR of 2.5 times (average annually) Total adjusted debt = balance sheet debt plus 8 times operating rents EBITDAR = earnings before interest, taxes, depreciation, amortization, rents Implications Provides ample liquidity Access to A2/P2 commercial paper Creates capital structure that flexes with business Debt levels can be adjusted to cash generation Provides strong credit protection Cushion for downturn Flexibility in cash requirements Retains valuable real estate Reduces WACC to ~9.0% from ~9.5% Debt Levels Tied to Cash Generation of Business

Recapitalization Plan As soon as practicable, repurchase $22.5 Billion of outstanding shares Repurchases to be in the form of a tender, accelerated share repurchase and/or open market repurchases Goal is to Execute as Soon as Practicable Funding Sources - Billions Proceeds from HD Supply ~$9.5 Cash on Hand 1.0 Debt Issuance 12.0 Total $22.5

Today launched Dutch Auction tender to purchase 250 Million shares Offer expires August 16th Fully subscribed tender represents ~ 44 - 49% of total recapitalization Funding provided by proceeds from sale of HD Supply and cash on hand Tender is not contingent upon sale of HD Supply as bridge financing is in place Tender Details

Tender Mechanics HD Offer to Buy 250 Million Shares Illustrative Closing Price Last Day to Tender Shares Expected HD Supply Closing Preliminary Results Tabulated Final Results Determined Tender Offer Open for 38 Days July 9 July 10 Launch August 16 Expiry August 17 August 23 Settlement

Financing Plans As part of recapitalization, plan to issue $12 Billion of senior unsecured debt 1) Timing will be according to: Repurchase plans Market conditions Goal is to minimize cost and keep maturities staggered Execution may involve various different currencies and markets Will Execute as Expeditiously as Possible 1) May include commercial paper as part of new debt

Pro Forma Q1 2007 Capital Structure Outstanding Indebtedness 2007 2008 2009 2010 2011 2012 2013 2016 2026 2036 19 282 997 997 1000 1243 2987 2958 750 Excludes leases & new debt Excludes operating leases and gain on sale of HD Supply Includes adjustment for operating leases for Retail only (8x$750=$6,000 for '07) Current Maturities 1) Staggered Maturities, Low Refinancing Risk

Shareholder Return Principles Dividend Principle Deliver predictable increase each year, targeting payout at approximately 30% Share Repurchase Principle After meeting the needs of the business, use excess liquidity to repurchase shares, as long as value creating Return on Invested Capital Principle Maintain high return on invested capital, benchmarking all uses of excess liquidity against value created for shareholders through repurchases

Debt Holder Principles Maintain strong investment grade rating with access to A2/P2 commercial paper market Target, on average, Total Adjusted Debt/EBITDAR ratio of 2.5 times Let underlying cash flow dictate uses of cash First to the business and if excess cash remains Second to share purchases Third adjust debt levels to cash generation Maintain ownership position of existing unencumbered stores Today own 87% of store base

The Home Depot Financial Results Reflecting Discontinued Operations Preliminary $ Millions, except EPS

2007 Updated Guidance Effective Q2 2007, HD Supply financial results reflected as discontinued operations Reclassify Prior Years 2007 sales growth will anchor off of 2006 retail sales of $79 Billion February 2007 retail sales growth guidance was flat to slightly negative reflecting negative retail comps in mid-single digit area and sales from 115 new stores Current view retail sales will decline by ~1-2%, reflecting softer comp sales in the back half of the year than originally projected and ~7-10 fewer store openings (timing) Operating margin will contract by 120-150 bps due to sales softness and retail reinvestment Note: Excludes 53rd week

2007 Updated EPS Guidance Excludes gain on sale of HD Supply, 53rd week and impact of recapitalization Continuing operations down 12% - 15%. Excludes 53rd week and impact of recapitalization Fiscal 2006 Feb EPS Growth Guidance May EPS Growth Guidance Less HD Supply contribution in 2H 07 May EPS Guidance adjusted for HD Supply Current View1) Down 4 - 9% Down 9% Down 15% Down 15 - 18%2) $2.79 $2.68 - 2.54 $2.54 ($0.18) $2.36 $2.30 - 2.36

The Home Depot #1 player in the best part of retail: home improvement 2007: A year for accelerated investment, and focus in retail business 2008 - 2010E: Retail Sales ~5% CAGR Earnings >5% CAGR Earnings Per Share >10% CAGR Committed to disciplined capital allocation A Solid Long-Term Investment

Appendix: Non-GAAP Measures This presentation includes certain supplemental financial information not derived in accordance with generally accepted accounting principles ("GAAP"). These non-GAAP measures include total adjusted debt and EBITDAR. This supplemental information should not be considered in isolation or as a substitute for the GAAP measures of debt. The Company believes that the presentation of these non-GAAP measures provides meaningful information that is useful to investors as it indicates more clearly the Company's targeted capital structure and expected operating performance. Management targets the Company's debt levels to a ratio of adjusted debt to EBITDAR in order to structure debt levels relative to the underlying cash flow generation (EBITDAR) of the business.

EX-99.(A)(5)(G)

Exhibit (a)(5)(G)

DATE:	July 10, 2007
TO:	All RVPs, SMs, SHRMs, DMs, RHRDs, RHRMs
FROM:	Tim Crow — EVP, Human Resources
RE:	Special HDTV Broadcast on July 12 at 11 a.m.
CC:	Paul Raines, Marvin Ellison, Joe Izganics, Bruce Merino, HRVPs, Rebecca Flick, Tim Hourigan, Mike Buskey

I want to encourage all of you to watch a special broadcast on Thursday, July 12 that will further explain the tender offer we announced today. I want you to fully understand what this offer means to associates and equip you to answer any questions your associates may have.

The broadcast will include time for Q&A, so please use the call-in number below to ask questions during the broadcast. You may also pre-submit questions to the broadcast, so if you or your associates have questions, e-mail them to the e-mail address below.

To provide you with information now, I’ve attached talking points on the tender offer. You can use these talking points to share information with your associates right away.

It’s important that you understand this offer and that we provide you with an opportunity to ask questions, so please watch the show.

• To watch broadcast: Tune to HDTV on Thursday, July 12 at 11 a.m. EST

• To call-in with questions: Call (770) 384-2900 during the show time

• To pre-submit questions: Send your questions to
internal_communication@homedepot.com.

This message is intended for an internal audience only.

Speaking Points for Tender Offer As part of the Company's recapitalization plan, The Home Depot is repurchasing its stock. The first step of this will be The Home Depot's offer to purchase up to 250 million shares (about half of the planned repurchases) at a price range of $39.00 to $44.00. The Home Depot expects most tendering shareholders (shareholders who offer to sell) will be institutions. If you are a shareholder, you'll receive information in the mail. The offer to purchase will be open from July 10, 2007 and is scheduled to terminate on August 16, 2007. Your deadline to tender your shares may be earlier according to where your shares are held. If you would like to sell your shares, you should complete the information required according to the instructions you receive. You may receive information from multiple sources, including your brokerage firm, administrators for our retirement plans (Northern Trust and Sun Life), Computershare for ESPP, or Merrill Lynch. The decision to tender or not tender is purely individual and voluntary. Based on the price ranges and share amounts of the offers The Home Depot receives, the Company will select the price at which it will repurchase the shares. You'll be notified around August 23rd, give or take a few days, if The Home Depot has decided to purchase your shares. If so, you should receive proceeds a few days thereafter. For shares held in a THD retirement plan, cash will be returned to plan administrator and invested in a default fund (participant can immediately move to other investment funds in retirement plan if desired). If from ESPP, a check will be sent to your address of record. If shares from a brokerage firm, cash likely to be returned to your account. Please refer specific questions to: FutureBuilder 401(k) plan (U.S.) - 1-800-555-4954 Retirement Savings Plan (Canada) - 1-800-265-3866 Deferred Profit Sharing plan (Canada) - 1-800-265-3866 ESPP (U.S., Canada and Mexico) - 1-800-843-2150 (option 1 for English, option 2 for Spanish, option 3 for French) Merrill Lynch (for optionees) - 1-800-843-2150 This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of The Home Depot's common stock. The Home Depot's offer to buy shares of Home Depot common stock is being made only pursuant to the Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from time to time. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase and other documents filed with the Securities and Exchange Commission at the Commission's website at www.sec.gov. Shareholders also may obtain a copy of these documents, without charge, from the information agent, D. F. King & Co., Inc., by calling toll-free: 800-628-8536.

EX-99.(B)

Exhibit (b)

Lehman Brothers Holdings Inc.
Lehman Brothers Commercial Bank
Lehman Commercial Paper Inc.
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019 Merrill Lynch Capital Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
North Tower
250 Vesey Street
New York, New York 10080

July 9, 2007

COMMITMENT LETTER

PERSONAL AND CONFIDENTIAL

The Home Depot, Inc.
2455 Paces Ferry Road N.W.
Atlanta, Georgia 30339

Attention: Carol B. Tomé
Chief Financial Officer and
Executive Vice President-Corporate Services

Ladies and Gentlemen:

This commitment letter agreement (together with all exhibits and schedules hereto, the “Commitment Letter”) will confirm the understanding and agreement among Lehman Brothers Commercial Bank (together with its designated affiliates, “LBCB”), Lehman Brothers Holdings Inc. (together with its designated affiliates, “LBHI”), Lehman Commercial Paper Inc. (“LCPI” and together with LBCB and LBHI, the “Lehman Lenders”), Lehman Brothers Inc. (“Lehman Brothers” and together with the Lehman Lenders, “Lehman”), Merrill Lynch Capital Corporation (“MLCC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S” and together with MLCC, “Merrill Lynch”), The Home Depot, Inc., a Delaware corporation (the “Company”), in connection with the proposed financing for the acquisition of up to 250 million shares of its common stock pursuant to the offer to purchase (the “Offer to Purchase”) (as such amount may be increased as provided therein) dated on or about the date hereof (the “Share Repurchase”) and to provide support for the issuance by the Company of commercial paper in connection with such Share Repurchase. For purposes of this Commitment Letter, the Lehman Lenders, Lehman Brothers, MLCC and MLPF&S are collectively referred to as “we”, “us” or the “Agents”. The entering into and borrowings under the Credit Facility (as defined below) by the parties herein described, the Share Repurchase and the payment of any related fees and expenses are herein collectively referred to as the “Transactions”. The date on which the parties enter into definitive documentation governing the Credit Facility (as defined below) is referred to as the “Closing Date.”

     You have advised us that the total funds needed to finance the Transactions (including fees and expenses) will be provided from up to $10.0 billion from (i) the issuance of commercial paper by the Company and/or (ii) direct borrowings by the Company under a Revolving Facility (the “Credit Facility”) among the Company, the Lehman Lenders, MLCC and the financial institutions party thereto.

     1. The Commitments.

          (a) You have requested that each of (i) the Lehman Lenders and (ii) MLCC, severally and not jointly, (collectively with each other entity that becomes a lender under the Credit Facility, the “Lenders”) commit to provide 50% each of the entire amount of the Credit Facility upon the terms

and subject to the conditions set forth or referred to in this Commitment Letter and in the Summary of Terms of Credit Facility attached hereto as Exhibit A (the “Term Sheet”).

          (b) Based on the foregoing, each of (i) the Lehman Lenders and (ii) MLCC is pleased to confirm by this Commitment Letter its several commitment to you (the “Commitment”), to provide or cause one or more of its affiliates to each provide 50% of the entire amount of the Credit Facility.

          (c) It is agreed that Lehman Brothers and MLPF&S (each an “Arranger” and together the “Arrangers”) will act as the sole book-runners and sole arrangers for the Credit Facility, that LCPI (or its designated affiliate) will act as the sole and exclusive Administrative Agent (acting in such role, the “Administrative Agent”) for the Credit Facility, and MLCC will act as the sole and exclusive Syndication Agent (acting in such role, the “Syndication Agent”) for the Credit Facility. Each of the Arrangers, the Administrative Agent, and the Syndication Agent will have the rights and authority customarily given to financial institutions in such roles, but will have no duties other than those expressly set forth herein. You agree that no other agents, co-agents, arrangers or book-runners will be appointed, no other titles will be awarded, and no compensation (other than that expressly contemplated by the Term Sheet or the Fee Letter referred to below) will be paid, in connection with the Credit Facility unless you and we so agree.

          (d) The commitments and agreements of each of the Lehman Lenders, MLCC and the Arrangers described herein are subject to (i) there not having occurred any event, development or circumstance since January 28, 2007 that has caused or would reasonably be expected to cause a material adverse condition or material adverse change in or affecting (A) the financial condition, operations, business or properties of the Company and its subsidiaries, taken as a whole, except as previously disclosed in the Company’s public filings with the Securities and Exchange Commission or (B) the validity or enforceability of any of the Credit Documentation (as defined in the Term Sheet) or the rights and remedies of the Administrative Agent and the Lenders thereunder, (ii) any information or other matter disclosed to the Arrangers prior to the date hereof in connection with the Transactions not proving to have been false or misleading in any material respect at the time such information or other matter was disclosed to the Arrangers, (iii) there not having occurred a material disruption or material adverse change in the financial, banking (including the bank loan syndication market) or capital markets that is reasonably expected to materially impair the syndication of the Credit Facility or the sale or placement of investment grade, senior unsecured corporate debt securities and (iv) the other conditions set forth below or referred to in the Funding Conditions attached hereto as Exhibit B.

     2. Fees and Expenses. In consideration of the execution and delivery of this Commitment Letter by each of the Lehman Lenders and MLCC as a Lender, you agree to pay the fees and expenses set forth in Annex A-I to the Term Sheet and in the Fee Letter dated the date hereof (the “Fee Letter”) as and when payable in accordance with the terms thereof.

     3. Indemnification.

          (a) The Company hereby agrees to indemnify and hold harmless each of the Lehman Lenders, Lehman Brothers, MLCC, MLPF&S, the other Lenders and each of their respective affiliates and all their respective officers, directors, partners, trustees, employees, controlling persons and agents (each, an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities to which any Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Credit Facility, the use of the proceeds therefrom, any of the other transactions contemplated by this Commitment Letter or any other transaction related thereto or any claim, litigation, investigation or proceeding relating to any of the foregoing (each a “Claim” and collectively the “Claims”), regardless

2

of whether any Indemnified Person is a party thereto, and to reimburse each Indemnified Person promptly upon demand for all reasonable legal and other expenses reasonably incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including, without limitation, in connection with the enforcement of the indemnification obligations set forth herein); provided, however, that no Indemnified Person will be entitled to indemnity hereunder in respect of any loss, claim, damage, liability or expense to the extent such loss, claim, damage, liability or expense results from (i) the willful misconduct or gross negligence of such Indemnified Person, (ii) any material breach by such Indemnified Person of its representations or obligations under this Commitment Letter or (iii) the violation by such Indemnified Person of any law, rule or regulation binding upon such Indemnified Person (the matters set forth in the foregoing clauses (i) through (iii) being collectively referred to as the “Indemnity Exclusions”). In no event will any Indemnified Person be liable on any theory of liability for indirect, special or consequential damages, lost profits or punitive damages as a result of any failure to fund the Credit Facility or otherwise in connection with the Credit Facility. No Indemnified Person will be liable for any damages arising from the use by unauthorized persons of information, projections or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by unauthorized persons, except to the extent such use resulted from the gross negligence or willful misconduct of such Indemnified Person.

          (b) The Company further agrees that, without the prior written consent of each of Lehman and Merrill Lynch, which consent will not be unreasonably withheld, it will not enter into any settlement of a lawsuit, claim or other proceeding against any Indemnified Person arising out of this Commitment Letter or the Transactions unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of such Indemnified Person.

          (c) In case any action or proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify the Company of the commencement of any action or proceeding; provided, however, that the failure so to notify the Company will not relieve the Company from any liability that they may have to such Indemnified Person pursuant to this Section 3 or from any liability that they may have to such Indemnified Person other than pursuant to this Section 3. Notwithstanding the above, following such notification, the Company may elect in writing to assume the defense of such action or proceeding, and, upon such election, they will not be liable for any legal costs subsequently incurred by such Indemnified Person (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) they have failed to provide counsel reasonably satisfactory to such Indemnified Person in a timely manner, (ii) counsel provided by the Company reasonably determines that its representation of such Indemnified Person would present it with a conflict of interest or (iii) the Indemnified Person reasonably determines that there may be legal defenses available to it which are different from or in addition to those available to the Company. In connection with any one action or proceeding, the Company will not be responsible for the fees and expenses of more than one separate law firm (in addition to local counsel) for all Indemnified Persons.

          (d) The Company, the Lehman Lenders, Lehman Brothers, MLCC and MLPF&S agree that if any indemnification or reimbursement sought pursuant to this Section 3 is judicially determined to be unavailable for a reason other than those as provided in the Indemnity Exclusions, then the Company will contribute to the amount paid or payable by the Lehman Lenders, Lehman Brothers, MLCC or MLPF&S as the case may be, as a result of such losses, claims, damages, liabilities and expenses for which such indemnification or reimbursement is held unavailable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Lehman Lenders, Lehman Brothers, MLCC or MLPF&S, as the case may be, on the other hand, in connection with the transactions to which such indemnification or reimbursement relates, or (ii) if the allocation provided by

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clause (i) above is judicially determined not to be permitted, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative faults of the Company, on the one hand, and the Lehman Lenders, Lehman Brothers, MLCC or MLPF&S, on the other hand, as well as any other equitable considerations.

     4. Expiration of Commitment. The Commitments will expire at 5:00 p.m., New York City time, on July 9, 2007 unless on or prior to such time you have executed and returned to Lehman Brothers a copy of this Commitment Letter, the Fee Letter and the Engagement Letter. If you do so execute and deliver to Lehman Brothers this Commitment Letter, the Fee Letter and the Engagement Letter, the Lehman Lenders and MLCC agree to hold their respective Commitments available for you until 5:00 p.m., New York City time, on September 30, 2007. The Commitments will terminate on the Closing Date, and you agree to rely exclusively on your rights and the commitments set forth in the Credit Documentation in respect of all loans and extensions of credit to be made after the Closing Date.

     5. Confidentiality.

          (a) This Commitment Letter, the Fee Letter, and the Engagement Letter dated as of the date hereof among you and the Arrangers (the “Engagement Letter”) and the terms and conditions contained herein and therein may not be disclosed by the Company to any person or entity (other than (i) such of your agents and advisors as need to know and agree to be bound by the provisions of this paragraph, (ii) other than with respect to the Fee Letter, disclosures made as part of the Offer to Purchase and related Schedule TO or (iii) as otherwise may be required by law or in response to comments from the Securities and Exchange Commission or other regulatory authority in connection with the Offer to Purchase (including with respect to the Fee Letter)) without the prior written consent of the Lehman Lenders, MLCC and the Arrangers.

          (b) You acknowledge that each of Lehman Brothers and its affiliates (the term “Lehman Brothers,” when used in this paragraph, includes all such affiliates, including the Lehman Lenders) and Merrill Lynch and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither Lehman Brothers nor Merrill Lynch will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by Lehman Brothers or Merrill Lynch of services for other companies, and neither Lehman Brothers nor Merrill Lynch will furnish any such information to other companies. You also acknowledge that neither of Lehman Brothers or Merrill Lynch has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained from other companies.

     6. Assignment and Syndication.

          (a) The parties hereto agree that Lehman and Merrill Lynch will have the right to syndicate the Credit Facility and the Commitment to one or more groups of financial institutions or other investors, identified by us after consultation with you, provided that any such financial institutions and other investors that are not currently participating as lenders under the Company’s existing revolving credit facility shall be subject to approval by the Company (such approval not to be unreasonably withheld or delayed). Lehman and Merrill Lynch will have the right to manage all aspects of any such syndication in consultation with you, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Commitments are subject to the Company using all commercially reasonable efforts to assist Lehman Brothers and Merrill Lynch in such syndication process for the Credit Facility and any issuance of commercial paper made to finance the Share Repurchase, includ-

4

ing, without limitation: (i) ensuring that the syndication efforts benefit from the existing lending relationships of the Company; (ii) arranging for direct contact between senior management and other representatives and advisors of the Company and the proposed Lenders or purchasers; (iii) assisting in the preparation of marketing materials to be used in connection with any syndication; and (iv) hosting, with us, one or more meetings of prospective Lenders or purchasers, and, in connection with any such Lender meeting, consulting with us with respect to the presentations to be made at such meeting, and making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by us. You also agree that, at your expense, you will work with Lehman Brothers and MLPF&S to procure a rating for the Credit Facility by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Group prior to the commencement of the general syndication of the Credit Facility.

          (b) To assist the Arrangers in its syndication efforts, you agree promptly to prepare and provide to Lehman Brothers such information with respect to the Company and the other transactions contemplated hereby as it may reasonably request, including all financial information as it may reasonably request. You hereby represent and covenant that all information (the “Information”) that has been or will be made available to us by you or any of your representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made. You understand that in arranging and syndicating the Credit Facility and the Commitment we may use and rely on the Information without independent verification thereof.

          (c) To ensure an orderly and effective syndication of the Credit Facility and the Commitment, you agree that, from the date hereof until the earlier of the termination of the syndication as determined by the Arrangers and 45 days following the Closing Date, you will not, and will not permit any of your affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility, or debt or preferred equity security of the Company or any of its subsidiaries (other than (i) debt issued pursuant to your commercial paper program to fund the Share Repurchase or for working capital purposes and other operations in the ordinary course of business and in consultation with the Arrangers, (ii) the syndication of the Credit Facility as contemplated hereby and (iii) any offering of Securities as contemplated by the Engagement Letter), including any renewals or refinancings of any existing debt facility, in each case, if such actions could, in the reasonable judgment of the Arrangers, be expected to interfere in any material respect with the syndication of the Credit Facility, unless the Arrangers have given their prior written consent thereto.

     7. Survival. The provisions of this Commitment Letter relating to the payment of fees and expenses, indemnification and contribution and confidentiality and the provisions of Sections 6 and 8 hereof will survive the expiration or termination of the Commitment or this Commitment Letter (including any extensions) and the execution and delivery of definitive financing documentation.

     8. Choice of Law; Jurisdiction; Waivers.

          (a) This Commitment Letter will be governed by and construed in accordance with the laws of the State of New York. The Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York State court or Federal court sitting in the County of New York in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter or the Fee Letter and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. The parties hereto hereby waive any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought

5

in an inconvenient forum. The parties hereto hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any action or proceeding arising out of or relating to this Commitment Letter or the Fee Letter.

          (b) No Lender will be liable in any respect for any of the obligations or liabilities of any other Lender under this letter or arising from or relating to the transactions contemplated hereby.

     9. Miscellaneous.

          (a) This Commitment Letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile transmission will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter may not be amended or waived except by an instrument in writing signed by Lehman Brothers, the Lehman Lenders, MLCC, MLPF&S and you.

          (b) The Company may not assign any of its rights, or be relieved of any of its obligations, under this Commitment Letter, without the prior written consent of each of the Lehman Lenders and MLCC (and any purported assignment without such consent will be null and void). In connection with any syndication of all or a portion of the Commitment, the rights and obligations of each of the Lehman Lenders and MLCC hereunder may be assigned, in whole or in part, and upon such assignment and assumption by the assignee of all such obligations in respect of the portion of the Commitment so assigned on the terms set forth in this Commitment Letter or on the terms set forth in the definitive financing documents, the Lehman Lenders or MLCC, as the case may be, will be relieved and novated hereunder from its obligations with respect to such portion of the Commitment.

          (c) This Commitment Letter and the attached Exhibits set forth the entire understanding of the parties hereto as to the scope of the Commitment and the obligations of the Lenders and the Arrangers hereunder. This Commitment Letter supersedes all prior understandings and proposals, whether written or oral, between any of the Lenders and you relating to any financing or the transactions contemplated hereby. This Commitment Letter is in addition to the agreements of the parties contained in the Engagement Letter and the Fee Letter.

          (d) This Commitment Letter has been and is made solely for the benefit of the parties signatory hereto, the Indemnified Persons, and their respective heirs, successors and assigns, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or the agreements of the parties contained herein.

          (e) You acknowledge that the Lenders and the Arrangers may be (or may be affiliated with) full service financial firms and as such from time to time may effect transactions for their own account or the account of customers, and hold long or short positions in debt or equity securities or loans of companies that may be the subject of the transactions contemplated by this Commitment Letter. You hereby waive and release, to the fullest extent permitted by law, any claims you have with respect to such conflicts of interest arising from such transactions, activities, investments or holdings, or arising from the failure of the Lehman Lenders, Lehman Brothers, MLCC, MLPF&S or one or more Lenders or any of their respective affiliates to bring such transactions, activities, investments or holdings to your attention.

          (f) You agree to provide us, prior to the Closing Date, with all documentation and other information required by bank regulatory authorities under applicable “know your customer” and

6

anti-money laundering rules and regulations, including, without limitation, the U.S.A. Patriot Act., as we may have requested.

7

     If you are in agreement with the foregoing, kindly sign and return to us the enclosed copy of this Commitment Letter.

Very truly yours, LEHMAN BROTHERS HOLDINGS INC.
By:	/s/ A. Tucker Hackett
	Name:	A. Tucker Hackett
	Title:	Authorized Signatory

LEHMAN BROTHERS COMMERCIAL BANK
By:	/s/ George Janes
	Name:	George Janes
	Title:	Chief Credit Officer

LEHMAN COMMERCIAL PAPER INC.
By:	/s/ Clair O’Connor
	Name:	Clair O’Connor
	Title:	Managing Director

LEHMAN BROTHERS INC.
By:	/s/ Clair O’Connor
	Name:	Clair O’Connor
	Title:	Managing Director

MERRILL LYNCH CAPITAL CORPORATION.
By:	/s/ Stephanie Vallillo
	Name:	Stephanie Vallillo
	Title:	Vice President

MERRILL LYNCH, PIERCE, FENNER & SMITH                               INCORPORATED
By:	/s/ Stephanie Vallillo
	Name:	Stephanie Vallillo
	Title:	Vice President

[Signature Page to Commitment Letter]

Accepted and agreed to as of the
date first above written:

THE HOME DEPOT, INC.
By:	/s/ Carol B. Tomé
	Name:	Carol B. Tomé
	Title:	Chief Financial Officer and Executive Vice President-Corporate Services

[Signature Page to Commitment Letter]

EXHIBIT A TO COMMITMENT LETTER

SUMMARY OF TERMS OF CREDIT FACILITY

     Set forth below is a summary of certain of the terms of the Credit Facility and the documentation related thereto. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Commitment Letter to which this Summary of Terms is attached and of which it forms a part.

I.	Parties
	Borrower	The Home Depot, Inc. (the “Company”).
	Guarantors and Security	None.
	Sole Arrangers and Sole Book-Runners	Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (in such capacity, the “Arrangers”).
	Administrative Agent	Lehman Commercial Paper Inc. (or its designated affiliate and in such capacity, the “Administrative Agent”).
	Syndication Agent	Merrill Lynch Capital Corporation (in such capacity, the “Syndication Agent”).
	Lenders	Banks, financial institutions and other entities that become lenders pursuant to the Credit Documentation (as defined below) (collectively, the “Lenders”).
II.	Type and Amount of Credit Facility
	Revolving Credit Facility	A revolving credit facility (the “Revolving Facility” or the “Credit Facility”; the commitments thereunder, the “Revolving Credit Commitments”) in the amount of up to $10.0 billion (the loans thereunder, the “Loans”).
	Availability	The Revolving Credit Facility shall be available on a revolving basis during the period commencing on the Closing Date and ending on November 21, 2007 (the “Revolving Credit Termination Date”).
	Maturity	The Revolving Credit Termination Date.
	Purpose	The proceeds of the Loans will be used to finance the Share Repurchase, to provide support for the issuance by the Borrower of commercial paper in connection with such Share Repurchase and to pay related fees and expenses.

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III.	Certain Payment Provisions
	Fees and Interest Rates	Interest rates to be consistent with those provided in the Company’s Credit Agreement dated as of December 16, 2005, as amended (the “Existing Credit Agreement”) and fees as set forth on Annex I.
	Optional Prepayments and Commitment Reductions	Loans may be prepaid and Revolving Credit Commitments may be reduced without premium or penalty (other than LIBOR breakage costs) in minimum amounts to be agreed upon and substantially consistent with the Existing Credit Agreement.
	Mandatory Prepayments and Commitment Reductions	100% of the net cash proceeds of any sale or issuance or incurrence of any debt or equity (including preferred equity) securities (other than issuances pursuant to employee stock plans, issuances of commercial paper, and other exceptions and thresholds to be agreed) after the Closing Date by the Company or any of its subsidiaries will be applied to prepay the Loans and permanently reduce the Revolving Credit Commitments.
		100% of the net cash proceeds of any asset sales (subject to exceptions for store sales in the ordinary course of business and other exceptions and thresholds to be agreed) after the Closing Date by the Company or any of its subsidiaries will be applied to prepay the Loans and permanently reduce the Revolving Credit Commitments.
		To the extent the Share Repurchase is consummated and the sum of (x) the amounts borrowed under the Credit Facility on the Closing Date and (y) the amounts of the Revolving Credit Commitments needed after the Closing Date to support commercial paper issued to finance the Share Repurchase (such amounts under this clause (y) the “Support Commitments”) are less than $10.0 billion in the aggregate, any Revolving Credit Commitments in excess of all such amounts shall be permanently terminated. The Support Commitments shall terminate on the earlier of (x) the Revolving Credit Termination Date and (y) the date on which such commercial paper issued to finance the Share Repurchase is refinanced with securities issued in the capital markets.

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IV.	Conditions	The availability of the Credit Facility is subject to the conditions set forth on Exhibit B to the Commitment Letter.
		The making of each extension of credit will be conditioned upon (i) the accuracy of all representations and warranties in all material respects in the definitive financing documentation with respect to the Credit Facility (the “Credit Documentation”) (other than (A) the material adverse change, (B) litigation representations and (C) representations that relate solely to an earlier date), and (ii) there being no default or event of default in existence at the time of, or after giving effect to the making of, the Loans.
V.	Certain Documentation Matters	The Credit Documentation will contain representations, warranties, affirmative covenants, negative covenants and events of default consistent with those contained in the Existing Credit Agreement.
	Representations and Warranties	Substantially consistent with the Existing Credit Agreement.
	Affirmative Covenants	Substantially consistent with the Existing Credit Agreement.
	Financial Covenants	None.
	Negative Covenants	Substantially consistent with the Existing Credit Agreement.
	Events of Default	Substantially consistent with the Existing Credit Agreement.
	Voting	Amendments and waivers with respect to the Credit Documentation will require the approval of Lenders holding not less than a majority of the aggregate amount of the Loans, except that (i) the consent of each Lender directly and adversely affected thereby will be required with respect to (a) reductions in the amount or extensions of the scheduled date of final maturity of any Loan, (b) reductions in the rate of interest or extensions of any due date thereof, (c) increases in the amount or extensions of the expiry date of any Lender’s commitment or (d) modifications to the pro rata provisions of the Credit Documentation and (ii) the consent of 100% of the Lenders will be required with respect to modifications to any of the voting percentages.

A-3

Assignments and Participations	Each Lender may assign any or all of its loans and commitments to its affiliates or to one or more banks, financial institutions or other entities. Except for assignments to another Lender or to an affiliate of a Lender or assignments of funded Loans, assignments will require the consent of the Administrative Agent and, so long as no event of default has occurred and is continuing, the Company (which consent in each case will not be unreasonably withheld or delayed). No consent shall be required in connection with an assignment to a Federal Reserve Bank. Partial assignments (other than to another Lender or to an affiliate of a Lender), must be at least $15.0 million unless otherwise agreed by the Company and the Administrative Agent. Upon assignment, the assignee will become a Lender for all purposes under the Credit Documentation under documentation reasonably acceptable to the Administrative Agent. Promissory notes will be issued under the Credit Facility only upon request.
Yield Protection	The Credit Documentation will contain customary provisions relating to increased costs, loss of yield and “breakage costs” and substantially as set forth in the Existing Credit Agreement.
Expenses and Indemnification	The Company will pay (i) all reasonable out-of-pocket expenses of the Administrative Agent and the Arrangers associated with the syndication of the Credit Facility and the preparation, negotiation, execution, delivery and, if the Credit Facility is syndicated to Lenders other than affiliates of the Arrangers, administration (limited to an amount to be agreed upon following the Closing Date) of the Credit Documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of counsel (as separately agreed by the Company, the Administrative Agent and the Lenders) and the charges of IntraLinks) and (ii) all reasonable out-of-pocket expenses of the Administrative Agent and the Lenders (including the reasonable fees, disbursements and other charges of counsel) in connection with the enforcement of the Credit Documentation or in any bankruptcy case or insolvency proceeding.
	The Administrative Agent, the Arrangers and the Lenders (and their affiliates and each of their respective officers, directors, partners, trustees, employees,

A-4

	controlling persons and agents) will be indemnified against any loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof on terms consistent with those set forth in the Existing Credit Agreement.
Governing Law and Forum	State of New York.
Counsel to the Administrative Agent and the Arrangers	Cahill Gordon & Reindel llp.

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Annex I

Interest and Certain Fees

Interest Rate Options	Consistent with Existing Credit Agreement.
	The Company may elect that the loans comprising each borrowing bear interest at a rate per annum equal to:
	(i) the Base Rate plus the Applicable Margin (“Base Rate Loans”); or
	(ii) the LIBOR Rate plus the Applicable Margin (“LIBOR Loans”).
	As used herein:
	“Base Rate” means the higher of (i) the prime lending rate as established by JPMorgan Chase Bank, N.A. and in effect from time to time (the “Prime Rate”), and (ii) the federal funds effective rate from time to time plus 0.5%.
	“Applicable Margin” means the applicable margin per annum based upon the applicable ratios of Consolidated Funded Debt to Consolidated Total Tangible Capital (each as defined in the Existing Credit Agreement) on the pricing grid attached hereto as Annex I-A (the “Pricing Grid”).
	“LIBOR Rate” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) at which eurodollar deposits for one, two or three months (as selected by the Company) are offered in the interbank eurodollar market.
	No new LIBOR interest period may be selected when any event of default is continuing.
Interest Payment Dates	For Base Rate Loans, quarterly in arrears.
	For LIBOR Loans, on the last day of each relevant interest period.
Facility Fee	The Borrower shall pay a facility fee calculated at a rate per annum determined in accordance with the Pricing Grid on the aggregate amount of the Revolving Facility (whether drawn or undrawn), payable on the Closing Date and thereafter quarterly in arrears and at maturity.

I-1

Default Rate	Overdue amounts (including overdue interest) will bear interest at a rate equal to 2% per annum above the applicable rate.
Rate and Fee Basis	All per annum rates will be calculated on the basis of a year of 360 days (or 365 days, in the case of Base Rate Loans the interest rate payable on which is then based on the Prime Rate) and the actual number of days elapsed.

I-2

Annex I-A

Applicable Margin (in basis points per annum)

			LIBOR
Pricing	Total Funded Debt/Total		Loan	LIBOR First
Level	Tangible Capital	Facility Fee (bps)	Margin (bps)	Drawn (bps)
1	<25.00%	4.0	11	15.0
2	>25.00% and <35.00%	4.5	10.5	15.0
3	>35.00% and <45.00%	5.5	17.0	22.5
4	>45.00%	7.0	28.0	35.0

I-1

EXHIBIT B TO COMMITMENT LETTER

FUNDING CONDITIONS

Capitalized terms used but not defined herein have the meanings assigned to them in the Commitment Letter to which this Exhibit B is attached and of which it forms a part. The availability of the Credit Facility is conditioned upon satisfaction of, among other things, the conditions precedent summarized below.

(a)	The Company shall have executed and delivered definitive financing documentation with respect to the Credit Facility consistent with the Term Sheet and otherwise reasonably satisfactory to the Administrative Agent, the Arrangers and the Company.
(b)	There shall not exist any default or event of default under the Credit Facility.

(c) The Share Repurchase shall have been consummated pursuant to the Offer to Purchase on terms and conditions acceptable to the Arrangers (it being understood that the terms and conditions set forth in the draft Offer to Purchase delivered to the Arrangers on July 6, 2007 are acceptable), and no provision thereof shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the interests of the Company or the Lenders without the written consent of the Arrangers.

(d) The Company shall have complied with all of its obligations under and agreements in the Commitment Letter, the Engagement Letter and the Fee Letter.

(e) All governmental, regulatory and third party approvals necessary in connection with the Transactions and the financing contemplated hereby shall have been obtained and be in full force and effect, without any action being taken or threatened by any competent authority that could reasonably be expected to restrain, prevent or otherwise impose material adverse conditions on the Share Repurchase or the financing thereof.

(f) The Company’s corporate credit ratings shall on the Closing Date be BBB+ (with a stable outlook) or better by S&P and Baa1 (with a stable outlook) or better by Moody’s, and in each case neither ratings organization shall have announced that it has such rating under surveillance or review, with possible negative implications, for a reduction to a rating below BBB+ or Baa1, as the case may be.

(g) If the closing date occurs after September 12, 2007, the Company shall have delivered to the Arrangers its unaudited interim consolidated financial statements for the quarterly period ended July 29, 2007.

(h) The Administrative Agent shall have received such legal opinions, documents and other instruments as are customary for transactions of this type and substantially consistent with those delivered pursuant to the Existing Credit Agreement.

(i) The Company will use commercially reasonable efforts to place commercial paper as available to the Company in the market up to the amount of the Revolving Commitments.

B-1