Posted: February 2011

BUSINESS CODE OF CONDUCT AND ETHICS

To: The Home Depot Directors, Officers and Associates: The Home Depot has a strong commitment to ethics and integrity, and our core values define the means by which we do business. Doing the right thing each and every day for the benefit of our Associates, customers, vendors, suppliers and the communities we serve is critical to our ongoing success. Each day we are challenged to be fair and consistent, to be compliant with the laws that govern our activities, and to notify others when something needs to be corrected. Our Business Code of Conduct and Ethics provides you with guidance in making the right choices when called upon to do so. Please become familiar with this Policy, as well as all of our Corporate Compliance Policies and Standard Operating Procedures. As you review these materials, please keep in mind that it is not simply the letter of the policy, but the spirit of our Policies that we all must embrace. If you are faced with a situation where you think our Company values or compliance with the law may be in question, you should bring this to the attention of your Manager, your Human Resource Manager, Corporate Compliance, or, if you prefer, you may anonymously report your concerns through the AwareLine at (800) 286-4909 or the Associate Advice and Counsel Group at 866-myTHDHR (866-698-4347). In working together, we will maintain our values and ensure the success of The Home Depot. Thank you. Sincerely,

Frank Blake, Chairman and CEO

2004 Homer TLC, Inc. All Rights Reserved.

Table of Contents
Introduction ....................................................................................................................................................2 Living Our Values ..........................................................................................................................................2 Commitments to Our Stakeholders ................................................................................................................3 Commitments to Our Associates ...............................................................................................................3 Commitments to Our Customers ...............................................................................................................3 Commitments to Our Vendors and Suppliers ............................................................................................3 Commitments to Our Communities...........................................................................................................3 Commitments to Our Shareholders ...........................................................................................................3 Compliance with Laws, Regulations, Policies, and Standard Operating Procedures ....................................4 Advertising ................................................................................................................................................4 Antitrust .....................................................................................................................................................4 Confidentiality ...........................................................................................................................................4 Conflict of Interest.....................................................................................................................................5 Environmental ...........................................................................................................................................5 Fair Dealing ...............................................................................................................................................5 Financial Controls .....................................................................................................................................5 Foreign Corrupt Practices Act (FCPA) and Anti-Bribery .........................................................................6 Gifts and Entertainment.............................................................................................................................6 Gifts and entertainment acceptable in foreign countries ......................................................................6 What do you do if you are uncertain about an invitation? ....................................................................7 What to do if you receive an unsolicited gift? ......................................................................................7 Exceptions to The Home Depots Gift and Entertainment Policy ........................................................7 Government Contracting ...........................................................................................................................7 Intellectual Property ..................................................................................................................................8 Labor and Employment .............................................................................................................................8 Political Activity and Government Relations ............................................................................................9 Privacy & Information Protection .............................................................................................................9 Protection of Company Assets ..................................................................................................................9 Safety .......................................................................................................................................................10 Securities Laws (Insider Trading Prohibited) .........................................................................................10 Security & Business Continuity ..............................................................................................................10 State and Local Regulatory .....................................................................................................................10 Supply Chain ...........................................................................................................................................11 Integrity in Everything We Do.....................................................................................................................11 Compliance Requirements and Reporting Violations .............................................................................11 Open Door Policy ....................................................................................................................................11 Protection from Retaliation .....................................................................................................................12 For More Information ..................................................................................................................................12 Code of Ethics for Senior Financial Officers ...............................................................................................13

Introduction
Acting with integrity and doing the right thing are the driving forces behind The Home Depots extraordinary success. From the very beginning, our Company has been committed to conducting its business in an ethical manner - doing right by our Associates, our customers, our vendors, our suppliers, our communities and our stockholders. The Home Depot requires its Directors, Officers and Associates to conduct themselves and the Companys business in the most ethical manner possible. We share the responsibility for protecting and advancing the Companys reputation, and ethics and values must drive our business strategies and activities. This Business Code of Conduct and Ethics provides you with the guidelines for meeting your ethical and legal obligations at The Home Depot. Doing the right thing while performing your job may not always seem the easiest choice or the most expedient way, but it is always the only choice and the only way. While our Business Code of Conduct and Ethics does not address every conceivable situation that you may encounter; it does provide straightforward information about the Companys operating principles and how Associates of The Home Depot are expected to conduct themselves This Policy is not an employment contract or any other type of contract and does not modify the terms or conditions of any Associates employment or benefits provided by The Home Depot.

Living Our Values

Our Values are our beliefs, principles and standards that do not change over time. Values are the resources we draw on when asked to make decisions. They form the groundwork for our ethical behavior. All that we do at The Home Depot must be consistent with the values of the Company. We believe in Doing the Right Thing, having Respect for all People, building Strong Relationships, Taking Care of Our People, Giving Back, providing Excellent Customer Service, Encouraging Entrepreneurial Spirit and providing strong Shareholder Returns.

Commitments to Our Stakeholders

It is the collective responsibility of all Directors, Officers and Associates to honor The Home Depots commitments to all stakeholders to whom we have an obligation.

Commitments to Our Associates

We promise to maintain a safe and healthy workplace for all of our Associates and to treat everyone with respect and dignity. We will be fair and foster a highly ethical environment worthy of our Associates loyalty and pride. We are committed to a workplace that encourages new ideas, high quality work, career opportunities, a balance between work and family and an entrepreneurial spirit.

Commitments to Our Customers

Our customers are the Companys life force and we are indebted to them for helping us grow and succeed. We strive to go the extra mile in building strong customer relationships, offering reliable and safe products and keeping our prices low so that we are deserving of their continued patronage.

Commitments to Our Vendors and Suppliers

We will be professional and fair in all of our dealings with our vendors and suppliers. We will select business partners whose values and business practices are compatible with our own high standards so that we can build lasting relationships that enable us all to grow and prosper in a competitive marketplace. Consultants, agents and representatives of The Home Depot must conduct their businesses in accordance with our policies as well as relevant laws and regulations.

Commitments to Our Communities

It is our mission to be a good corporate citizen and to serve each community in which The Home Depot conducts business. We will obey the laws and respect the customs of each community and will encourage participation and involvement in community affairs. As a Company, we are committed to the environment and pledge to continue to be an industry leader in looking for products and services that are respectful of our world.

Commitments to Our Shareholders

We will conduct our business and ourselves in a way that enhances and preserves the reputation of the Company while providing our shareholders with a fair return on their investments.

Compliance with Laws, Regulations, Policies, and Standard Operating Procedures

It is everyones responsibility to comply with all of the laws that govern The Home Depots activities, and to adhere to our Corporate Compliance Policies, Standard Operating Procedures (SOPs), and other Company standards at all times. If at any time you have a question or need further guidance, you should never hesitate to ask. All of our Policies and SOPs can be found on the Home Depot Intranet (myApron) or upon request.

Advertising
We are committed to providing consumers with accurate, fair and lawful information that is intended to help them make informed buying decisions. We will make only those promises we are able to keep and will run advertisements that are consistent with The Home Depot values.

Antitrust
Antitrust laws in the United States and other countries are intended to preserve a free and competitive marketplace. The Home Depot requires full compliance with these laws. We will not discuss with competitors how we price, market, service or otherwise compete. We will not share confidential business information with our competitors and will not engage in any conduct that could unreasonably restrict our competitors access to the market. Antitrust laws are complex and can be difficult to understand. Associates must seek the advice of the Legal Team when dealing with antitrust issues.

Confidentiality
Much of the information with which we come into contact at work each day is confidential. Confidential information is not generally known to competitors and others outside the Company and may include: financial information, including but not limited to information about sales, earnings, expenses and investments; pricing information; vendor or supplier lists; plans for future store/facility locations; business development materials; costs of goods; personnel files; Company policies, manuals, guidelines, procedures and SOPs; computer software; design documents and specifications; videos; and memos. Confidential information is critical to our competitive advantage and must not be disclosed, except as specifically authorized or legally required. Information that has been made public by the Company, such as press releases, news articles or advertisements, is not considered confidential and does not require protection. It is the responsibility of each of us to use discretion in handling Company information so that we do not inadvertently reveal confidential information to competitors, vendors, suppliers, friends and/or family members. If you are unsure about whether certain information is confidential, presume that it is.

Conflict of Interest
A conflict of interest occurs when an individuals private interest interferes in any way or even appears to interfere with the interests of The Home Depot. A conflict can arise when a Director, Officer or Associate takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when a Director, Officer or Associate or a member or his or her family receives improper personal benefits, such as a kickback in cash or services, as a result of his or her position with the Company. Issues that may pose potential conflicts of interest should be reported to Corporate Compliance for assessment and resolution, as appropriate. Directors, Officers and Associates are also prohibited from: (a) taking for themselves personal opportunities that are discovered through the use of corporate property, information or position, (b) using corporate property, information, or position for personal gain; and (c) competing with the Company.

Environmental
As an industry leader and a globally recognized business, The Home Depot is committed to obeying environmental laws and regulations and acting responsibly to conserve and preserve natural resources. Due to our unique position in the marketplace, we pledge to use our influence to minimize the impact our industry has on the environment by supporting and promoting innovation in the responsible use of our resources. The Home Depot will continue to promote recycling, conservation of energy and natural resources, safe use and disposal of hazardous materials and the development of environmentally sound alternatives. We expect our Associates, suppliers and other business partners to join in our efforts to preserve our environment and we will encourage our customers to do likewise.

Fair Dealing
Each Director, Officer and Associate should always deal fairly with the Companys customers, suppliers, competitors and Associates. None of us should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

Financial Controls
The Companys books and records must accurately reflect all Company funds, assets and transactions. Entries into Company records must be made promptly without false or misleading information. The integrity of our accounting practices requires that supporting documents are accurate and complete. It is the responsibility of each Associate to maintain accurate and current records and for Senior Financial Officers, to additionally comply with the Code of Ethics for Senior Financial Officers. (Refer to the Appendix).

Foreign Corrupt Practices Act (FCPA) and Anti-Bribery

The FCPA prohibits the making of a payment and/or the offering of anything of value to any foreign government official, government agency, political party or political candidate in exchange for a business favor or when otherwise intended to influence the action taken by any such individual or agency or to gain any competitive or improper business advantage. It is very important to know that the prohibitions of the Act apply to actions taken by all Associates and by all outside parties engaged directly or indirectly by the Company (e.g., consultants, professional advisers, etc.). Given the complexity of the Act and the severe penalties associated with its violation, all Associates must contact the Legal Team with any questions concerning the Companys and their obligations under and in compliance with this Act.

Gifts and Entertainment

The Company has a zero tolerance policy for receiving gifts and entertainment when there is any chance that the purpose is to: improperly influence the recipient; violate the Companys Policies; or violate the law. Gifts and entertainment apply to anything received as a result of an actual or potential business relationship and for which the recipient does not pay face value. In the event that the recipient is willing to pay face value for a ticket or other gifts and entertainment, when in fact the market value is significantly higher than the face value (e.g. Super Bowl or Masters Tournament tickets), the associate must still have the item approved in advance in accordance with this policy. Examples of gifts and entertainment include: meals, travel and travel accommodations for business or vacation purposes, tickets to sporting or cultural events, discounts not available to the general public, gift certificates, vendor product samples for personal use, wine or alcohol and any other merchandise or services. For the purposes of this policy, the following shall not be considered gifts and entertainment and may be accepted within reason: continuing professional education or development opportunities; meals provided or paid for by vendors or suppliers, during traditional business hours, where business discussions or negotiations are the main purpose; mementos or other similar awards provided or paid for by vendors as recognition for service on a particular matter where such memento or award has no intrinsic value; other industry events where multiple clients or potential clients are invited or which are open to the public; and financial or in-kind donations made directly to The Home Depot Foundation, including participation fees to attend events benefiting The Home Depot Foundation. These guidelines apply at all times and do not change during traditional gift-giving seasons, or during the planning of a Company event. Associates are encouraged to share this Gift and Entertainment Policy with current and potential vendors and suppliers to avoid waste as well as an uncomfortable or embarrassing situation for The Home Depot. (See the Vendor Notification Letter template on the Corporate Compliance page on myApron at myApron>My Company>Corporate Compliance or by contacting Corporate Compliance via email at corporate_compliance@homedepot.com).

Executive Vice Presidents may apply more restrictive rules or other guidelines to apply to their respective groups.

Gifts and entertainment acceptable in foreign countries There are some countries where refusal of a gift would cause professional embarrassment or be a cultural insult to the person offering it. This is particularly true when you are a guest in another
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country, and the gift is something from that country offered as part of a public occasion. In these cases, the best practice is to discuss the Companys policy with foreign officials or vendors prior to the meeting and in the event the Associate feels compelled to accept the gift on behalf of the Company, report it to your Manager, and turn it over to the Company immediately. Cash gifts or gifts having a value other than a nominal value are never acceptable. What do you do if you are uncertain about an invitation? If you are uncertain about the propriety of any offer or invitation, ask yourself if there is anything about the situation that would cause you or others to believe that you were obligated toward the individual or company providing the gift or entertainment. You should decline if the answer is yes, or even maybe. If you still need assistance or guidance, you should discuss the matter with your Manager. For determinations about whether or not the offer violates this Gift and Entertainment Policy, speak with your Manager or contact Corporate Compliance in the Atlanta SSC at extension 14098 or via email at corporate_compliance@homedepot.com. What to do if you receive an unsolicited gift? If an Associate is the recipient of an unsolicited gift, advise your Manager and return the gift with a letter explaining Company Policy. You can find a Gift Return Letter template on the Corporate Compliance page on myApron at myApron>My Company>Corporate Compliance or by contacting Corporate Compliance via email at corporate_compliance@homedepot.com. If the gift is perishable, impractical to return, or returning it would embarrass The Home Depot, contact Corporate Compliance in the Atlanta SSC at ext. 14098 or via email to determine proper disposition of the gift. Exceptions to The Home Depots Gift and Entertainment Policy Board Members and Executive Vice Presidents may authorize an exception to the current policy or may designate a Senior Vice President or Vice President to review and approve exceptions on their behalf. All exceptions must be approved in advance and must be submitted to Corporate Compliance at corporate_compliance@homedepot.com. You can find a Gift Exception template on the Corporate Compliance page on myApron at myApron>My Company>Corporate Compliance or by contacting Corporate Compliance via email at corporate_compliance@homedepot.com. An exception notification must include the following: 1) name of the gift giver; 2) name of the gift recipient; 3) description and identification of the gift; 4) value of the gift; and 5) reason for the exception.

Government Contracting
The rules imposed on the Company when it sells to the Government are often different from, and more restrictive than, the rules that apply to purely commercial transactions. As a Government contractor, the Company is committed to complying with all of those requirements. At The Home Depot we view doing business with the Government as a special trust and responsibility. Questions on Government contracting requirements should be directed to Corporate Compliance.
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Intellectual Property
Our intellectual property is a valuable asset that must be used properly and protected from infringement by others. The Home Depot logo, Homer, advertisements and computer software are examples of assets that make up our intellectual property. As responsible business leaders, we must also respect the intellectual property rights of others. In order to use and protect our own intellectual property and to prevent violating the intellectual property rights of others, all Associates must follow these guidelines: Do not use or copy a trademark, copyrighted material, trade secret or patented invention of another or allow others to use or copy a Home Depot trademark, copyrighted material, trade secret or patented invention without permission; Do not allow the unauthorized use or copying of licensed software; and Do not make commercial use of the name, likeness or distinctive personality traits of an individual without first having obtained permission to do so.

Inventions, discoveries, ideas, concepts, written material and trade secrets which are created by a Home Depot Associate using company time, resources or materials are the property of The Home Depot. Associates must cooperate in documenting ownership of such intellectual property.

Labor and Employment

The Home Depot believes that all people should be treated with dignity. Any conduct that fails to show appropriate respect to others including fellow Associates, customers, professional customers, vendors and suppliers violates the Companys values. The following are examples of unacceptable conduct: insults; threats; intimidation; profanity; ridicule; vulgarity; discrimination; harassment; physical or verbal abuse; sexually explicit humor; conversation or behavior; gossip; slurs or stereotyping; unwelcome sexual advances; unwelcome touching or invasion of personal space; ignoring the rights of others; and insensitivity to the beliefs and customs of others. Our Company complies with all federal, state, provincial and local employment laws including regulations on pay rates, overtime, occupational health and safety and equal employment opportunity. As an equal opportunity employer, The Home Depot is committed to ensuring that Associates work in an environment of mutual respect, free of harassment and discrimination. The Home Depot will not discriminate against any Associate or applicant with regard to race, color, gender, sexual orientation, gender identity or expression, age, religion, national origin, disability, protected veteran or other uniformed service status or any characteristic protected by applicable law. We are also committed to providing a safe, healthy and drug-free workplace. Being free of alcohol, illegal drugs, illegally used prescriptions or controlled substances of any type is a condition of employment at The Home Depot. An Associate found using, selling or possessing illegal drugs or alcoholic beverages is subject to immediate termination.

Political Activity and Government Relations

The Home Depot has interests at stake at the federal, state, local, and international levels. We may choose to express our opinion on local and national issues that affect our business, but we will not abuse our corporate standing to influence political issues. In political matters, we will be mindful of our legal and ethical obligations and will obey all relevant laws and regulations. The Home Depot supports and encourages the right of all Associates to participate in the political process on an individual basis but does not permit the use of corporate resources or Company time for personal political activities. The Home Depot sponsors a political action committee (PAC) called The Home Depot Political Action Committee, which provides information and opinions on public issues affecting the retail industry. While the PAC does solicit donations, participation by Associates is strictly voluntary and confidential.

Privacy & Information Protection

The Home Depot has a large variety of assets, which include not only its physical assets, but also its valuable proprietary and confidential information assets. Proprietary and confidential information includes the Companys business, customers, financial, credit, marketing, personnel, medical records and salary information, in addition to copyrighted materials and other confidential information relating to the Company or its Associates. The significance of an information asset determines the degree of security required to protect it. Every Associate, consultant, service provider, agent, vendor, supplier and representative must be aware of the significance of the information entrusted to them and exercise due diligence to protect it from unauthorized disclosure. The Information Users Policy, an enterprise security policy, and other Company Policies and SOPs may also apply, and are available on the Companys intranet, myApron or upon request. The penalties for a violation of these policies and procedures may result in disciplinary action, up to and including termination of employment (in the case of Associates), or business relationship with The Home Depot (in the case of consultants, service providers, agents, vendors, suppliers and other independent contractors). The Home Depot relies heavily on business partners to develop and maintain the computer systems, network infrastructure, and applications, all of which contain confidential or proprietary information relating to the Company, its Associates and customers. For this reason, every Associate, consultant, service provider, agent and representative is personally responsible, not only for protecting The Home Depot property entrusted to them, but also for helping to protect the Company's assets in general.

Protection of Company Assets

All Directors, Officers and Associates should protect the Companys assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Companys profitability. All Company assets should be used for legitimate business purposes.

Safety
The Home Depot is committed to providing safe environments in which to work and shop. All locations must be in compliance with Occupational Safety and Health Administration (OSHA) and other regulatory requirements. Safety issues and violations of regulatory requirements will be addressed promptly. In addition to meeting our obligations, the Company will take proactive initiatives to make safety a top priority. The Company will establish and maintain programs that will manage safety concerns in all of our facilities. We will never ask or expect an Associate to perform any task or operate any machinery that is considered unsafe. Associates are charged with the responsibility for maintaining safe practices and conditions in everything they do.

Securities Laws (Insider Trading Prohibited)

Our Company complies with all federal and state securities laws and does not tolerate insider trading, which is both unethical and illegal. Insider trading means trading securities on the basis of material, nonpublic information in breach of a duty of trust or an obligation of confidentiality or disclosing material non-public information to another person to enable such person to trade on such information. Information is material if it might reasonably be expected to affect the market value of the stock and/or influence an investor to buy, sell or hold their stock. Material information may include, but is not limited to, earnings results, merger or acquisition negotiations; pending stock splits; stock dividends or changes in dividends to be paid. Information becomes public and no longer considered inside information after it has been made available to the public for at least one full business day.

Security & Business Continuity

We are committed to taking all reasonable steps to minimize risks to our Associates, customers, facilities, information assets and supply chains and to maintaining the continuity of our business when a crisis occurs. A crisis can be natural or man-made and can take many forms, including a hurricane, tornado, earthquake, terror or biological attack, hostage situation, chemical spill, structure collapse and any other incident which threatens the safety of our Associates and customers and the integrity of our business. The Home Depot will always strive to respond to crises promptly, professionally and compassionately.

State and Local Regulatory

The Home Depot and our vendors, suppliers, installers and other service providers must comply with state and local licensing, permitting, registration, operational and other requirements, thereby assuring that our customers will continue to receive the most professional and highest quality products and services. These efforts will reduce The Home Depots exposure to various claims, consumer protection actions, enforcement inquiries and related fines, penalties and disciplinary measures.

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Supply Chain
The Home Depot sources products from most regions of the world. Each country has its own laws and regulations governing business dealings, purchases and transportation of products and goods. There may also exist, significant cultural and social differences between the United States and our international sources that could potentially impact the performance and standards of operation of our global supply chain. Nonetheless, The Home Depot is committed to operational excellence and a commitment to compliance with all applicable laws and regulations. The Home Depot requires this standard in every aspect of its global supply chain: global sourcing (finding the right products); quality control (making sure the products meet certain product specifications and safety requirements); logistics (delivering products to all locations); accounting (paying for the products); customs compliance (making sure the products are properly imported into the country); operations (the safe handling and delivery of the products to the customers); and exports (following proper regulations in the assistance of the delivery of the products to customers in other countries).

Integrity in Everything We Do
Compliance Requirements and Reporting Violations
All Directors, Officers and Associates are expected to exercise good judgment and abide by this Business Code of Conduct and Ethics, applicable Policies, SOPs and all of the Companys standards. Violations of the law, this Policy or any of our Corporate Compliance Policies may expose Directors, Officers, Associates and the Company to civil and criminal liability. Directors, Officers and Associates are expected to report Policy violations to Company management. Anyone who violates the Companys policies is subject to discipline up to and including termination. These disciplinary measures apply equally to those who condone improper or illegal conduct by another Associate. Associates may report Policy violations or other concerns through any of the following options: Speak with your immediate manager or supervisor Call the 24-hour AwareLine at 800-286-4909, where you can remain anonymous Contact the Associate Advice and Counsel Group at 866-myTHDHR (866-698-4347) where you can remain anonymous Contact Corporate Compliance at 770-433-8211 ext. 14098 or via e-mail at corporate_compliance@homedepot.com

Open Door Policy

Each of us has a right and responsibility to ask questions about issues that are not clear to us. The Companys Open Door Policy provides all Associates with access to two-way, honest and respectful communications. The Open Door Policy is intended to create an atmosphere that encourages Associates to voice concerns, express doubts, discuss problems, ask questions, make observations and offer suggestions about workplace issues. Each Associate should feel comfortable approaching his or her immediate supervisor, any other supervisor/manager, all human resource Associates, corporate officers or any other Company resource.

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Protection from Retaliation

Associates have a duty to report suspected wrongdoing and should do so without fear of retaliation. The Company will not tolerate any retaliation or threats of retaliation against anyone that reports in good faith a violation or suspected violation of the law, any Company Policy or the Business Code of Conduct and Ethics.

For More Information

If you have a question about the Business Code of Conduct and Ethics Policy or the application of such policy to a particular situation, please contact Corporate Compliance (770) 433-8211, ext. 14098 or via email at corporate_compliance@homedepot.com. If you observe potential violations, please report your concerns through any of the following options: Speak with your immediate manager or supervisor Call the 24-hour AwareLine at 800-286-4909, where you can remain anonymous Contact the Associate Advice and Counsel Group at 866-myTHDHR (866-698-4347) where you can remain anonymous Contact Corporate Compliance at 770-433-8211 ext. 14098 or via e-mail at Corporate_Compliance@homedepot.com

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APPENDIX

Code of Ethics for Senior Financial Officers

Purpose
It is The Home Depots intention to provide all stakeholders with the highest degree of confidence that its financial control systems are implemented and maintained by Senior Financial Officers who exhibit the highest degree of integrity and are free from actual or apparent conflicts of interest. Therefore, The Home Depot has adopted a specific Code of Ethics for Senior Financial Officers (Financial Code of Ethics), which is in addition to this Business Code of Conduct and Ethics.

Standard of Conduct
This Financial Code of Ethics applies to all Senior Financial Officers of the Company. The term Senior Financial Officer shall mean the Chief Executive Officer, Chief Financial Officer, Controllers, Treasurer, all Vice Presidents in the Finance Department and other designated financial Associates. Under this Policy, the Companys Senior Financial Officers are expected to conduct the financial, accounting, reporting, and auditing activities of the Company in compliance with all laws and regulations and in accordance with the highest ethical standards. Each Senior Financial Officer is also responsible to do the following: Act in all Company financial and accounting matters as a model of honesty, integrity and fair dealing; Owe and fulfill the highest duty of care to the Company over any personal, other professional or third party interests; Avoid becoming involved in or approving any transaction or project that creates an actual or apparent conflict of interest between the Senior Financial Officer, his or her family, other third parties and the Company; To the maximum extent possible, take actions and develop financial and accounting procedures that ensure that the Companys books and records are accurate, and in conformance with recognized and required accounting standards, nationally and internationally; Report any proposals or attempts by others to record transactions inaccurately or to keep transactions off the Companys books and records, and never approve, permit, or engage in such accounting practices; Report any proposals or attempts by others to cause you to engage in any negotiations for intended off-the-books transactions, activities or projects; Never approve, authorize or participate in any activity that involves the falsification of documents or accounts, the making of misleading or intentionally incomplete entries into the Companys books and records, or in any documents provided to external auditors or government agencies, or other authorized third parties; Report any proposed changes in Company accounting policies and practices to appropriate Company Officers, including a specific statement of why the accounting change has been proposed and your recommendation as to whether and on what basis it should be approved or implemented;

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Provide assurance, that the financial and accounting aspects of all proposed project activities, reports, or other business is lawful, accurate, complete, in conformance with corporate policy and procedure and not characterized or developed to mislead; Ensure to the maximum extent possible that no Officers or Directors use Company funds or assets for personal benefit, the benefit of their relatives or other third parties; Provide full, fair, timely, accurate and understandable disclosure in the periodic reports required to be filed by the Company and of, as appropriate, any violation of Company financial and accounting policies or procedures; Engage in dealings with outside and internal auditors that are open, honest, and non-misleading, and which do not seek to exert undue influence on their work for the Company; Provide periodic assurance to the Disclosure Committee, in an agreed upon format, that internal financial control systems are adequate to detect fraud in the financial books, records and accounts of the Company; Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies; Respect the confidentiality of information acquired in the course of work except when authorized or otherwise legally obligated to disclose; Proactively promote ethical behavior as a responsible partner in the work environment and the community; and Achieve responsible use of and control over all Company assets and resources.

The Financial Code of Ethics for Senior Financial Officers is not limited to the actions described above, nor is it intended to address or anticipate all situations involving Senior Financial Officers with respect to the reliability and accuracy of company books, records, and accounts, as well as the integrity of all financial disclosures and financial dealings of the Company.

Confidential Disclosure and Monitoring Procedures

All Associates have the responsibility to inform the General Counsel, Corporate Compliance, any member of the Enterprise Risk Council, Disclosure Committee or Board of Directors of observed or suspected violations of law, Company Policy, or this Financial Code of Ethics for Senior Financial Officers, as well as any activity that might constitute financial fraud or financial misconduct. If you have a question about the Business Code of Conduct and Ethics Policy or the application of such policy to a particular situation, please contact Corporate Compliance at (770) 433-8211, ext. 14098 or via email at corporate_compliance@homedepot.com. If you observe potential violations, please report your concerns through any of the following options: Speak with your immediate manager or supervisor Call the 24-hour AwareLine at 800-286-4909, where you can remain anonymous Contact the Associate Advice and Counsel Group at 866-myTHDHR (866-698-4347) where you can remain anonymous Contact Corporate Compliance at 770-433-8211 ext. 14098 or via e-mail at Corporate_Compliance@homedepot.com

Failure to follow the provisions of this Financial Code of Ethics for Senior Financial Officers can lead to discipline, up to and including termination.
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