X0303 4 2009-05-28 0 0000354950 HOME DEPOT INC HD 0000947324 BATCHELDER DAVID H 12400 HIGH BLUFF DRIVE SUITE 600 SAN DIEGO CA 92130 1 0 0 0 $.05 Common Stock 36058769 I Through Limited Partnerships and accounts managed by reporting person Deferred Shares 2009-05-28 4 A 0 10132.1586 22.70 A Common Stock 10132.1586 28264.9982 D Effective December 17, 2008 and May 22, 2009, the reporting person does not have dispository or voting authority, or otherwise have a beneficial interest, in 7,328 shares and 309,044 shares, respectively, of the Issuer's Common Stock. The reporting person is one of the Principals of RILLC. RILLC is the record owner of 100 shares and sole general partner, or the sole managing member of the general partner, of Relational Investors, L.P., Relational Fund Partners, L.P., Relational Coast Partners, L.P., Relational Partners, L.P., RH Fund 1, L.P., RH Fund 4, L.P., RH Fund 6, L.P., Relational Investors III, L.P., Relational Investors VIII, L.P., Relational Investors IX, L.P., Relational Investors X, L.P., Relational Investors XV, L.P., Relational Investors XVI, L.P., Relational Investors XX, L.P., Relational Investors XXII, L.P., Relational Investors XXIII, L.P., and Relational Investors Alpha Fund I, L.P. These Limited Partnerships own a total of 20,271,073 shares. An additional 6,802,259 shares are held in accounts managed by RILLC and an additional 8,985,337 shares are held through co-investment arrangements with certain entities listed above. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The Deferred Shares were granted under The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan and convert to shares of Common Stock on a one-for-one basis upon the earlier of (i) the first anniversary of the director's termination of service as a Board member, (ii) the date of the director's death, retirement or disability, or (iii) the date of a change in control of the Company. /s/ Stacy S. Ingram, Attorney-in-Fact 2009-06-01