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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 17, 2024
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
1-8207 |
95-3261426 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2455 Paces Ferry Road, Atlanta, Georgia 30339
(Address of Principal
Executive Offices) (Zip Code)
(770) 433-8211
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.05 Par Value Per Share |
|
HD |
|
New York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On June 17, 2024, The
Home Depot, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) among
the Company and J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, and Morgan Stanley &
Co. LLC, as representatives of the several underwriters named therein (together, the “Underwriters”). The Underwriting Agreement
relates to a public offering by the Company of $600,000,000 aggregate principal amount of Floating Rate Notes due December 24, 2025,
$900,000,000 aggregate principal amount of 5.100% Notes due December 24, 2025, $1,500,000,000 aggregate principal amount of 5.150%
Notes due June 25, 2026, $1,000,000,000 aggregate principal amount of 4.875% Notes due June 25, 2027, $1,250,000,000 aggregate
principal amount of 4.750% Notes due June 25, 2029, $1,000,000,000 aggregate principal amount of 4.850% Notes due June 25, 2031,
$1,750,000,000 aggregate principal amount of 4.950% Notes due June 25, 2034, $1,500,000,000 aggregate principal amount of 5.300%
Notes due June 25, 2054, and $500,000,000 aggregate principal amount of 5.400% Notes due June 25, 2064 (collectively, the “Notes”).
The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-259121)
filed with the Securities and Exchange Commission on August 27, 2021.
Pursuant to the Underwriting
Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the
public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary
indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect
of those liabilities.
The Company expects the offering
of the Notes to close on June 25, 2024, subject to customary closing conditions.
The foregoing summary is qualified
by reference to the Underwriting Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by
reference herein and in the above-referenced shelf registration statement.
Item 9.01. | Financial Statements and Exhibits. |
The document included as an
exhibit to this report is filed solely to provide information about its terms, is not intended to provide any factual or other information
about the Company or the other parties to the agreement, and should not be relied upon by investors for any other purpose.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
THE HOME DEPOT, INC. |
Date: June 18, 2024 |
|
|
By: |
/s/ Richard V. McPhail |
|
Name: |
Richard V. McPhail |
|
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 1.1
Execution Version
THE HOME DEPOT, INC.
Floating Rate Notes due
December 24, 2025
5.100% Notes due December 24, 2025
5.150% Notes due June 25, 2026
4.875% Notes due June 25, 2027
4.750% Notes due June 25, 2029
4.850% Notes due June 25, 2031
4.950% Notes due June 25, 2034
5.300% Notes due June 25, 2054
5.400% Notes due June 25, 2064
Underwriting Agreement
June 17, 2024
To | the Representatives |
| named in Schedule I |
| hereto of the several |
| Underwriters named in |
| Schedule II hereto |
Ladies and Gentlemen:
The Home Depot, Inc., a
corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named
in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives,
the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture
(the “Indenture”) dated as of May 4, 2005 between the Company and The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”). To the extent there are no
additional Underwriters listed on Schedule II other than you, the term “Representatives” as used herein shall mean you, as
Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the
context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus
or the documents constituting the Disclosure Package shall be deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement
or the issue date of the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the documents constituting the Disclosure
Package, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the documents constituting
the Disclosure Package shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date
of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the documents
constituting the Disclosure Package, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are
defined in Section 20 hereof.
1. Representations
and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
(a) The
Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf
registration statement (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus,
for registration under the Act of the offering and sale of the Securities. No order suspending the effectiveness of the Registration Statement
has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or
related to the offering of the Securities has been initiated or, to the Company’s knowledge, threatened by the Commission. The Company
may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more
Preliminary Prospectuses relating to the Securities, each of which has previously been furnished to you. The Company will file with the
Commission a Final Prospectus relating to the Securities in accordance with Rule 424(b). The Registration Statement, at the Applicable
Time, is effective and meets the requirements set forth in Rule 415(a)(1)(x).
(b) On
each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and
on the Closing Date (as defined herein in Section 3 of this Agreement), the Final Prospectus (and any supplement thereto) will, comply
in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective
rules thereunder; on each Effective Date, the Registration Statement did not and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading;
on the Effective Date and on the Closing Date, the Indenture did or will comply in all material respects with the applicable requirements
of the Trust Indenture Act and the rules thereunder; and as of its date and on the Closing Date, the Final Prospectus (together with
any supplement thereto) did not and will not include any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute
the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration
Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished
by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.
(c) The
interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure
Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with
the Commission’s rules and guidelines applicable thereto.
(d) At
the Applicable Time, the Disclosure Package does not, and at the Closing Date (as defined in Section 3), the Disclosure Package,
as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package in reliance upon and in conformity
with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being
understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described
as such in Section 8 hereof.
(e) (i)
At the time of the most recent amendment of the Registration Statement for the purposes of complying with
Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to
Sections 13 or 15(d) of the Exchange Act or form of prospectus) and (ii) at the time the Company or any person acting on
its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on
the exemption in Rule 163, the Company was or is (as the case may be) a Well-Known Seasoned Issuer. The Company agrees to pay
the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard
to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(f) At
the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer
(within the meaning of Rule 164(h)(2) of the Act), the Company was not and is not an Ineligible Issuer.
(g) Each
Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or that was
prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements
of the Act and the applicable rules and regulations of the Commission thereunder.
(h) Each
Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement,
including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or
modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in
conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein,
it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information
described as such in Section 8 hereof.
(i) The
Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds,
to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.
(j) Neither
the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other
person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any
provision of the Foreign Corrupt Practices Act of 1977; (iv) violated or is in violation of any provision of the Bribery Act 2010
of the United Kingdom; or (v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
(k) The
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering
statutes of all jurisdictions in which the Company or its subsidiaries conduct business, the applicable rules and regulations thereunder
and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in
any such jurisdiction (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the
Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
Any certificate signed by any
officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities
shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees
to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price
set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II
hereto.
3. Delivery
and Payment. Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto or at
such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which
date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds
to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company
unless the Representatives shall otherwise instruct.
4. Offering
by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in
the Final Prospectus.
5. Agreements.
The Company agrees with the several Underwriters that:
(a) Prior
to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement
(including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for
your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object promptly after
receipt thereof. The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved
by the Representatives (such approval not to be unreasonably withheld or delayed) with the Commission pursuant to the applicable paragraph
of Rule 424(b) within the time period prescribed. The Company will promptly advise the Representatives (1) when the Final
Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (2) when,
prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed and become effective,
(3) of any request by the Commission or its staff for any amendment of the Registration Statement or for any supplement to the Final
Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or of any notice that would prevent its use or the institution or threatening of any proceeding for that
purpose and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities
for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use all reasonable
efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration
Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order
or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration
statement and, if necessary, using all reasonable efforts to have such amendment or new registration statement declared effective as soon
as practicable.
(b) If
so requested by you, to prepare a final term sheet, containing solely a description of final terms of the Securities and the offering
thereof, in a form approved by you and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If,
at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure
Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein
in the light of the circumstances under which they were made at such time not misleading, the Company will (1) notify promptly the
Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (2) amend or supplement
the Disclosure Package to correct such statement or omission; and (3) supply any amendment or supplement to you in such quantities
as you may reasonably request.
(d) If,
at any time when a Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) relating to the
Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the
light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration
Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective
rules thereunder, the Company promptly will (1) notify the Representatives of such event, (2) prepare, at its own expense,
and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement
or new registration statement which will correct such statement or omission or effect such compliance, (3) use all reasonable efforts
to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to
avoid any disruption in use of the Final Prospectus, and (4) supply any supplemented Final Prospectus to you in such quantities as
you may reasonably request.
(e) As
soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement
or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.
(f) Upon
request, the Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto),
and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Prospectus,
the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.
The Company will pay the expenses of printing or other production of all documents relating to the offering.
(g) The
Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives
may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay any
fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering; provided that in no event
shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that
would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction
where it is not now so subject.
(h) The
Company agrees that, unless it has obtained or will obtain the prior written consent of the Representatives, and each Underwriter, severally
and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of
the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the
Company under Rule 433, other than the information contained in any final term sheet prepared and filed pursuant to Section 5(b) hereto;
provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses,
if any, included in Schedule I hereto. Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter
referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat,
as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will
comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including
in respect of timely filing with the Commission, legending and record keeping.
Each Underwriter agrees to
furnish the Company with a copy of each proposed Free Writing Prospectus to be prepared by or on behalf of such Underwriter before its
first use and not to use any Free Writing Prospectus to which the Company reasonably objects; provided, however, that without the consent
of the Company each Underwriter may use one or more preliminary or final term sheets relating to the Securities and the offering thereof
containing customary information.
6. Conditions
to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Company contained herein as of the Applicable Time and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company
of its obligations hereunder and to the following additional conditions:
(a) The
Final Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by Rule 424(b);
any final term sheet contemplated by Section 5(b) hereto, and any other material required to be filed by the Company pursuant
to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such
filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent
its use shall have been issued, and no proceedings for that purpose shall have been instituted or threatened.
(b) You
shall have received an opinion, dated the Closing Date, of the Vice President, Deputy General Counsel and Assistant Corporate Secretary
of the Company, to the effect that:
(i) the
Company has been duly incorporated under the laws of the State of Delaware;
(ii) the
Indenture and the Securities have been duly authorized, executed and delivered by the Company, and the Indenture has been duly qualified
under the Trust Indenture Act;
(iii) such
counsel does not know of any legal or governmental proceedings required to be described in the Preliminary Prospectus or Final Prospectus
which are not described as required or of any contracts or documents of a character required to be described in the Preliminary Prospectus
or Final Prospectus or to be filed as exhibits to any document incorporated by reference in the Preliminary Prospectus or Final Prospectus
which are not described and filed as required;
(iv) the
Registration Statement has become effective under the Act; any required filing of the Base Prospectus, any Preliminary Prospectus and
the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b), has been made in the manner and within the time period
required by Rule 424(b); and to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement
or any notice that would prevent its use has been issued, and no proceedings for that purpose have been instituted or threatened;
(v) (a) the
Registration Statement, on the Effective Date, and the Final Prospectus, as of its date, comply as to form in all material respects with
the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules of the Commission thereunder;
and (b) such counsel has no reason to believe that (1) on the Effective Date, the Registration Statement contained any untrue
statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein
not misleading; (2) the Disclosure Package at the Applicable Time, or as amended and supplemented, if applicable, as of the Closing
Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements
therein, in the light of circumstances under which they were made, not misleading; or (3) the Final Prospectus as of its date and
on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of each of clauses
(a) and (b)(1), (2) and (3), other than the financial statements and other financial and statistical information contained therein
or excluded therefrom, assessments of or reports on the effectiveness of internal control over financial reporting, auditors’ reports
on internal controls and the Form T-1, as to each of which such counsel need express no view);
(vi)
this Agreement has been duly authorized, executed and delivered by the Company;
(vii) no
consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the
transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws
of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated
in this Agreement and in any Preliminary Prospectus, the Final Prospectus or the Disclosure Package and such other approvals (specified
in such opinion) as have been obtained; and
(viii) the
execution, delivery and performance by the Company of the Indenture, the Securities and this Agreement, compliance by the Company with
the terms and provisions thereof and the issuance and sale of the Securities by the Company will not (a) result in a breach or violation
of any of the material terms and provisions of, or constitute a default under, any agreement or other instrument binding upon the Company
or any subsidiary of the Company filed or incorporated by reference as an exhibit to the Registration Statement or the documents incorporated
by reference therein, or (b) result in a violation of the Certificate of Incorporation or By-Laws of the Company.
In giving the opinions required by this
subsection (b) of this Section 6, the Vice President, Deputy General Counsel and Assistant Corporate Secretary of the Company
(i) may limit such opinion to the laws of the State of Georgia, the corporate law of the State of Delaware and the federal laws of
the United States and (ii) may rely, as to matters of fact, upon the representations and warranties of the Company contained herein
and upon certificates of officers of the Company and of public officials. The foregoing opinions may also be subject to such assumptions
and qualifications as are satisfactory to counsel for the Underwriters.
(c) You
shall have received an opinion, dated the Closing Date, of Alston & Bird LLP, counsel to the Company, to the effect
that:
(i) the
Indenture constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’
rights generally from time to time in effect and to general principles of equity including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law);
(ii) each
of the Securities, when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance
with the terms of this Agreement and the Indenture, constitutes a legal, valid and binding instrument enforceable against the Company
in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in
equity or at law) and entitled to the benefits of the Indenture;
(iii) no
consent, approval, authorization, filing with or order of any court or governmental agency or body of the State of New York is required
in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under
the blue sky laws of such jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner
contemplated in this Agreement and in any Preliminary Prospectus, the Final Prospectus or the Disclosure Package and such other approvals
(specified in such opinion) as have been obtained; and
(iv) the
execution, delivery and performance by the Company of the Indenture and this Agreement and the issuance and sale of the Securities by
the Company, and compliance by the Company with the terms and provisions of the Indenture, this Agreement and the Securities, will not
result in a violation of any United States federal or New York State law, the General Corporation Law of the State of Delaware or any
published rule or regulation that in such counsel’s experience normally would be applicable to general business entities with
respect to such execution, delivery, issuance, sale, compliance or performance (though such counsel need express no opinion relating to
the United States federal securities laws or any state securities or Blue Sky laws).
In giving the opinions required by this
subsection (c) of this Section 6, Alston & Bird LLP (i) may limit such opinion to the laws of the State of New
York, the corporate law of the State of Delaware and the federal laws of the United States and (ii) may rely, as to matters of fact,
upon the representations and warranties of the Company contained herein and upon certificates of officers of the Company and of public
officials. The foregoing opinions may also be subject to such assumptions and qualifications as are satisfactory to counsel for the Underwriters.
(d) The
Representatives shall have received from Davis Polk & Wardwell LLP, counsel for the Underwriters, such opinion or opinions, dated
the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration
Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives
may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling
them to pass opinions upon such matters.
(e) The
Company shall have furnished to the Representatives a certificate of the Company, signed by any Vice President and by the principal financial
or accounting officer or the Treasurer or the Controller of the Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the Final Prospectus, the Disclosure Package and any supplements or amendments
thereto, and this Agreement and that, to the knowledge of the signers:
(i) the
representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect
as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no
stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued, and no
proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since
the date of the most recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse effect on the condition (financial or otherwise), earnings, business or properties of the
Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).
(f) The
Representatives shall have received letters from KPMG LLP, dated the date hereof and the Closing Date, addressed and in form and substance
reasonably satisfactory to the Representatives, confirming that such firm is “independent” within the meaning of the Act and
covering matters that are ordinarily covered by “comfort letters” to underwriters with respect to the financial statements
and certain financial information contained or incorporated by reference in the Registration Statement, Disclosure Package and the Final
Prospectus.
(g) Subsequent
to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement and the Final Prospectus,
there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise),
earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus the effect of which
is, in the reasonable judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Registration Statement, the Disclosure Package and the Final Prospectus.
(h) Subsequent
to the Applicable Time and prior to the closing, there shall not have been any decrease in the rating of any of the Company’s debt
securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange
Act) or any notice given of any intended or potential decrease in any such rating.
(i) Prior
to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the
Representatives may reasonably request.
If any of the conditions specified
in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the
Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile
confirmed in writing.
The documents required to be
delivered by this Section 6 shall be delivered at the location specified in Schedule I hereto on the Closing Date.
7. Reimbursement
of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof
or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the
Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the Securities.
8. Indemnification
and Contribution.
(a) The
Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and
each person who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, or in the Base Prospectus, any Preliminary Prospectus relating to the Securities,
Final Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein.
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who
signs the Registration Statement and each person who controls the Company within the meaning of either Section 15 of the Act or Section 20
of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written
information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically
for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that
any Underwriter may otherwise have. The Company acknowledges that (i) the names of Underwriters and their respective participation
in the sale of the Securities as set forth in the table of Underwriters under the first paragraph of text under the heading “Underwriting”
in the prospectus supplement included in the Final Prospectus, (ii) the third paragraph of text under the heading “Underwriting”
in the prospectus supplement included in the Preliminary Prospectus and the Final Prospectus relating to the initial sale of the Securities
at the initial public offering price, selling concessions and reallowances, (iii) the first paragraph under the heading “Underwriting—Stabilizing,
Over-Allotment, Short Positions and Penalty Bids” in the prospectus supplement included in the Preliminary Prospectus and the Final
Prospectus related to stabilization, over-allotment transactions, syndicate covering transactions and penalty bids and (iv) the second
paragraph under the heading “Underwriting—Other Relationships” in the prospectus supplement included in the Preliminary
Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for
inclusion in the prospectus supplement included in the Preliminary Prospectus and the Final Prospectus.
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.
The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s
expense to represent the indemnified party in any action for which indemnification is sought (in which case, the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying
party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right
to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present
such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both
the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party,
(iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) In
the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient
to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending
same) (collectively, “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion
as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the
offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission
applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence
is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and
benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as
set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether
any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree
that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which
does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter
within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).
9. Default
by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions
which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount
of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in
Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase
any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without
liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9,
the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order
that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
10. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company’s Common Stock
shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange
shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall
have been declared either by federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation
of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial
markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by any Preliminary Prospectus, the Final Prospectus or the Disclosure Package (exclusive of
any supplement thereto).
11. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling
persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The Company’s responsibility
for the expenses to be paid by it pursuant to Section 5 hereof and the provisions of Sections 7 and 8 hereof shall survive the termination
or cancellation of this Agreement.
12. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telefaxed to J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk (fax
no.: (212) 834-6081); BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01, New York, New York 10036, Attention: High Grade
Transaction Management/Legal (fax no.: (212) 901-7881, e-mail: dg.hg_ua_notices@bofa.com); Goldman Sachs & Co. LLC, 200 West
Street, New York, New York 10282, Attention: Registration Department (fax no.: (212) 902-9316, email: registration-syndops@ny.email.gs.com);
and Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention: Investment Banking Division (fax
no.: (212) 507-8999); or, if sent to the Company, will be mailed, delivered or telefaxed to The Home Depot, Inc., 2455 Paces Ferry
Road, Atlanta, Georgia, 30339-4024 (fax no.: (770) 384-5842), to the attention of the Treasurer and a copy sent to the General Counsel.
13. Patriot
Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company,
which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters
to properly identify their respective clients.
14. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,
employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation
hereunder.
15. No
Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an
arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it
may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the
Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent
contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments
in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related
or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect,
or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
16. Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.
17. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) For
the purposes of this Section 17, the following definitions apply:
(i) “BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12
U.S.C. § 1841(k).
(ii) “Covered
Entity” means any of the following:
(1) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
(2) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); or
(3) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii) “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2
or 382.1, as applicable.
(iv) “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
18. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any
electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended
from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
19. Headings.
The section headings used herein are for convenience only and shall not affect the construction hereof.
20. Definitions.
The terms which follow, when used in this Agreement, shall have the meanings indicated.
“Act”
shall mean the Securities Act of 1933, as amended and the rules and regulations of the Commission promulgated thereunder.
“Applicable
Time” shall mean 5:15 P.M. (Eastern Time) on the date of this Agreement.
“Base Prospectus”
shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date.
“Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies
are authorized or obligated by law to close in New York City.
“Commission”
shall mean the Securities and Exchange Commission.
“Disclosure
Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Applicable
Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule I hereto, and (iv) any other Free Writing Prospectus
that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Effective
Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto relating
to the Securities became or become effective (including as determined for purposes of Rule 430B(f)(2) under the Act).
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.
“Final Prospectus”
shall mean the final prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the
Applicable Time, together with the Base Prospectus.
“Free Writing
Prospectus” shall mean a free writing prospectus, as defined in Rule 405 of the Act.
“Ineligible
Issuer” shall mean an ineligible issuer, as defined in Rule 405 of the Act.
“Issuer Free
Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433, that the issuer has filed or is required
to file under Rule 433(d) under the Act.
“Preliminary
Prospectus” shall mean any preliminary form of the prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above
which relates to the Securities and is used prior to the filing of the Final Prospectus, together with the Base Prospectus.
“Registration
Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements
and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed
part of such registration statement pursuant to Rule 430B, as amended on the most recent Effective Date and, in the event any post-effective
amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
“Rule 158,”
“Rule 163,” “Rule 164,” “Rule 173,” “Rule 405,” “Rule 415,”
“Rule 424,” “Rule 430B,” “Rule 433,” “Rule 456”, and “Rule 457,”
and any references to subsections thereunder, refer to such rules and subsections under the Act.
“Trust Indenture
Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Well-Known
Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.
[Signature Pages Follow]
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent
a binding agreement among the Company and the several Underwriters.
|
Very truly yours, |
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|
|
THE HOME DEPOT, INC. |
|
|
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/s/ Isabel C. Janci |
|
Name: |
Isabel C. Janci |
|
Title: |
Vice President – Investor Relations and Treasurer |
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
J.P. Morgan Securities LLC
BofA Securities, Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
[Signature Page to Underwriting Agreement]
By: |
J.P. MORGAN SECURITIES LLC |
|
|
|
/s/ Som Bhattacharyya |
|
Name: |
Som Bhattacharyya |
|
Title: |
Executive Director |
|
[Signature Page to Underwriting Agreement]
By: |
BOFA SECURITIES, INC. |
|
|
|
|
|
/s/ Shawn Cepeda |
|
Name: |
Shawn Cepeda |
|
Title: |
Managing Director |
|
[Signature Page to Underwriting Agreement]
By: |
GOLDMAN SACHS & CO. LLC |
|
|
|
/s/ Iva Vukina |
|
Name: |
Iva Vukina |
|
Title: |
Managing Director |
|
[Signature Page to Underwriting Agreement]
By: |
MORGAN STANLEY & CO.
LLC |
|
|
|
/s/ Julie Blanco |
|
Name: |
Julie Blanco |
|
Title: |
Executive Director |
|
[Signature Page to Underwriting Agreement]
SCHEDULE I
Underwriting Agreement dated: June 17, 2024
Registration Statement No. 333-259121
Representative(s):
J.P. Morgan Securities LLC
BofA Securities, Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
Issuer Free Writing Prospectuses:
| · | Term sheet filed pursuant to Rule 433, substantially in the form of the term sheet attached as Schedule
III to the Underwriting Agreement. |
Title, Purchase Price and Description of Securities:
Title: Floating Rate Notes due December 24, 2025 |
Title: 5.100% Notes due December 24, 2025 |
Title: 5.150% Notes due June 25, 2026 |
Title: 4.875% Notes due June 25, 2027 |
|
|
|
|
Principal amount: $600,000,000 |
Principal amount: $900,000,000 |
Principal amount: $1,500,000,000 |
Principal amount: $1,000,000,000 |
|
|
|
|
Purchase price (include accrued interest or amortization, if any): 99.850% |
Purchase price (include accrued interest or amortization, if any): 99.766% |
Purchase price (include accrued interest or amortization, if any): 99.739% |
Purchase price (include accrued interest or amortization, if any): 99.469% |
|
|
|
|
Title: 4.750% Notes due June 25, 2029 |
Title: 4.850% Notes due June 25, 2031 |
Title: 4.950% Notes due June 25, 2034 |
Title: 5.300% Notes due June 25, 2054 |
|
|
|
|
Principal amount: $1,250,000,000 |
Principal amount: $1,000,000,000 |
Principal amount: $1,750,000,000 |
Principal amount: $1,500,000,000 |
|
|
|
|
Purchase price (include accrued interest or amortization, if any): 99.005% |
Purchase price (include accrued interest or amortization, if any): 98.892% |
Purchase price (include accrued interest or amortization, if any): 98.595% |
Purchase price (include accrued interest
or amortization, if any): 97.560% |
|
|
|
|
Title: 5.400% Notes due June 25, 2064 |
|
|
|
|
|
|
|
Principal amount: $500,000,000 |
|
|
|
|
|
|
|
Purchase price (include accrued interest or amortization, if any): 97.419% |
|
|
|
Redemption provisions: Optional redemption
at the option of the Company as described under the heading “Description of the Notes” in the Preliminary Prospectus Supplement
dated June 17, 2024, as supplemented by the Term Sheet.
Closing Date and Time: 9:00 A.M. June 25,
2024, New York City time.
SCHEDULE II
Underwriters | |
Principal Amount of Securities to be Purchased Floating Rate Notes due December 24, 2025 (U.S. $) | | |
Principal Amount of Securities to be Purchased 5.100% Notes due December
24, 2025 (U.S. $) | | |
Principal Amount of Securities to be Purchased 5.150% Notes due June 25, 2026 (U.S. $) | | |
Principal Amount of Securities to be Purchased 4.875% Notes due June 25, 2027 (U.S. $) | | |
Principal Amount of Securities to be Purchased 4.750% Notes due June 25, 2029 (U.S. $) | | |
Principal Amount of Securities to be Purchased 4.850% Notes due June 25, 2031 (U.S. $) | | |
Principal Amount of Securities to be Purchased 4.950% Notes due June 25, 2034 (U.S. $) | | |
Principal Amount of Securities to be Purchased 5.300% Notes due June 25, 2054 (U.S. $) | | |
Principal Amount of Securities to be Purchased
5.400% Notes due June 25, 2064 (U.S. $) | |
J.P. Morgan Securities LLC | |
$ | 120,000,000 | | |
$ | 180,000,000 | | |
$ | 300,000,000 | | |
$ | 200,000,000 | | |
$ | 250,000,000 | | |
$ | 200,000,000 | | |
$ | 350,000,000 | | |
$ | 300,000,000 | | |
$ | 100,000,000 | |
BofA Securities, Inc. | |
| 111,000,000 | | |
| 166,500,000 | | |
| 277,500,000 | | |
| 185,000,000 | | |
| 231,250,000 | | |
| 185,000,000 | | |
| 323,750,000 | | |
| 277,500,000 | | |
| 92,500,000 | |
Goldman Sachs & Co. LLC | |
| 54,000,000 | | |
| 81,000,000 | | |
| 135,000,000 | | |
| 90,000,000 | | |
| 112,500,000 | | |
| 90,000,000 | | |
| 157,500,000 | | |
| 135,000,000 | | |
| 45,000,000 | |
Morgan Stanley & Co. LLC | |
| 54,000,000 | | |
| 81,000,000 | | |
| 135,000,000 | | |
| 90,000,000 | | |
| 112,500,000 | | |
| 90,000,000 | | |
| 157,500,000 | | |
| 135,000,000 | | |
| 45,000,000 | |
Barclays Capital Inc. | |
| 46,500,000 | | |
| 69,750,000 | | |
| 116,250,000 | | |
| 77,500,000 | | |
| 96,875,000 | | |
| 77,500,000 | | |
| 135,625,000 | | |
| 116,250,000 | | |
| 38,750,000 | |
Deutsche Bank Securities Inc. | |
| 46,500,000 | | |
| 69,750,000 | | |
| 116,250,000 | | |
| 77,500,000 | | |
| 96,875,000 | | |
| 77,500,000 | | |
| 135,625,000 | | |
| 116,250,000 | | |
| 38,750,000 | |
U.S. Bancorp Investments, Inc. | |
| 42,000,000 | | |
| 63,000,000 | | |
| 105,000,000 | | |
| 70,000,000 | | |
| 87,500,000 | | |
| 70,000,000 | | |
| 122,500,000 | | |
| 105,000,000 | | |
| 35,000,000 | |
Wells Fargo Securities, LLC | |
| 42,000,000 | | |
| 63,000,000 | | |
| 105,000,000 | | |
| 70,000,000 | | |
| 87,500,000 | | |
| 70,000,000 | | |
| 122,500,000 | | |
| 105,000,000 | | |
| 35,000,000 | |
Mizuho Securities USA LLC | |
| 12,000,000 | | |
| 18,000,000 | | |
| 30,000,000 | | |
| 20,000,000 | | |
| 25,000,000 | | |
| 20,000,000 | | |
| 35,000,000 | | |
| 30,000,000 | | |
| 10,000,000 | |
RBC Capital Markets, LLC | |
| 12,000,000 | | |
| 18,000,000 | | |
| 30,000,000 | | |
| 20,000,000 | | |
| 25,000,000 | | |
| 20,000,000 | | |
| 35,000,000 | | |
| 30,000,000 | | |
| 10,000,000 | |
TD Securities (USA) LLC | |
| 12,000,000 | | |
| 18,000,000 | | |
| 30,000,000 | | |
| 20,000,000 | | |
| 25,000,000 | | |
| 20,000,000 | | |
| 35,000,000 | | |
| 30,000,000 | | |
| 10,000,000 | |
Truist Securities, Inc. | |
| 12,000,000 | | |
| 18,000,000 | | |
| 30,000,000 | | |
| 20,000,000 | | |
| 25,000,000 | | |
| 20,000,000 | | |
| 35,000,000 | | |
| 30,000,000 | | |
| 10,000,000 | |
BNY Mellon Capital Markets, LLC | |
| 9,000,000 | | |
| 13,500,000 | | |
| 22,500,000 | | |
| 15,000,000 | | |
| 18,750,000 | | |
| 15,000,000 | | |
| 26,250,000 | | |
| 22,500,000 | | |
| 7,500,000 | |
Citigroup Global Markets Inc. | |
| 9,000,000 | | |
| 13,500,000 | | |
| 22,500,000 | | |
| 15,000,000 | | |
| 18,750,000 | | |
| 15,000,000 | | |
| 26,250,000 | | |
| 22,500,000 | | |
| 7,500,000 | |
HSBC Securities (USA) Inc. | |
| 9,000,000 | | |
| 13,500,000 | | |
| 22,500,000 | | |
| 15,000,000 | | |
| 18,750,000 | | |
| 15,000,000 | | |
| 26,250,000 | | |
| 22,500,000 | | |
| 7,500,000 | |
Siebert Williams Shank & Co., LLC | |
| 9,000,000 | | |
| 13,500,000 | | |
| 22,500,000 | | |
| 15,000,000 | | |
| 18,750,000 | | |
| 15,000,000 | | |
| 26,250,000 | | |
| 22,500,000 | | |
| 7,500,000 | |
Total | |
$ | 600,000,000 | | |
$ | 900,000,000 | | |
$ | 1,500,000,000 | | |
$ | 1,000,000,000 | | |
$ | 1,250,000,000 | | |
$ | 1,000,000,000 | | |
$ | 1,750,000,000 | | |
$ | 1,500,000,000 | | |
$ | 500,000,000 | |
SCHEDULE III
Pricing Term Sheet
THE HOME DEPOT, INC.
Issuer: |
The Home Depot, Inc. |
Trade Date: |
June 17, 2024 |
Settlement Date (T+5): |
June 25, 2024. Under Rule 15c6-1 of the Securities Exchange Act of
1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such
trade expressly agree otherwise. Accordingly, investors who wish to trade the Notes prior to one business day before delivery of the Notes
will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify alternative settlement arrangements to
prevent a failed settlement.
$900,000,000 5.100% Notes due December 24, 2025
$1,500,000,000 5.150% Notes due June 25, 2026
$1,000,000,000 4.875% Notes due June 25, 2027
$1,250,000,000 4.750% Notes due June 25, 2029
$1,000,000,000 4.850% Notes due June 25, 2031
$1,750,000,000 4.950% Notes due June 25, 2034
$1,500,000,000 5.300% Notes due June 25, 2054
$500,000,000 5.400% Notes due June 25,
2064 |
Title of Securities: |
5.100% Notes due December 24, 2025 |
5.150% Notes due June 25, 2026 |
4.875% Notes due June 25, 2027 |
4.750% Notes due June 25, 2029 |
4.850% Notes due June 25, 2031 |
4.950% Notes due June 25, 2034 |
5.300% Notes due June 25, 2054 |
5.400% Notes due June 25, 2064 |
Principal Amount: |
$900,000,000 |
$1,500,000,000 |
$1,000,000,000 |
$1,250,000,000 |
$1,000,000,000 |
$1,750,000,000 |
$1,500,000,000 |
$500,000,000 |
Maturity Date: |
December 24, 2025 |
June 25, 2026 |
June 25, 2027 |
June 25, 2029 |
June 25, 2031 |
June 25, 2034 |
June 25, 2054 |
June 25, 2064 |
Treasury Benchmark: |
4.875% due May 31, 2026 |
4.875% due May 31, 2026 |
4.625% due June 15, 2027 |
4.500% due May 31, 2029 |
4.625% due May 31, 2031 |
4.375% due May 15, 2034 |
4.250% due February 15, 2054 |
4.250% due February 15, 2054 |
Benchmark Yield: |
4.759% |
4.759% |
4.495% |
4.297% |
4.271% |
4.273% |
4.406% |
4.406% |
Spread to Benchmark: |
40 bps |
45 bps |
50 bps |
60 bps |
70 bps |
80 bps |
100 bps |
110 bps |
Reoffer Yield: |
5.159% |
5.209% |
4.995% |
4.897% |
4.971% |
5.073% |
5.406% |
5.506% |
Price to Public: |
99.916% |
99.889% |
99.669% |
99.355% |
99.292% |
99.045% |
98.435% |
98.294% |
Coupon: |
5.100% per annum |
5.150% per annum |
4.875% per annum |
4.750% per annum |
4.850% per annum |
4.950% per annum |
5.300% per annum |
5.400% per annum |
Interest Payment Dates: |
Semi-annually on each June 24 and December 24, commencing on December 24, 2024. |
Semi-annually on each June 25 and December 25, commencing on December 25, 2024. |
Semi-annually on each June 25 and December 25, commencing on December 25, 2024. |
Semi-annually on each June 25 and December 25, commencing on December 25, 2024. |
Semi-annually on each June 25 and December 25, commencing on December 25, 2024. |
Semi-annually on each June 25 and December 25, commencing on December 25, 2024. |
Semi-annually on each June 25 and December 25, commencing on December 25, 2024. |
Semi-annually on each June 25 and December 25, commencing on December 25, 2024. |
Optional Redemption: |
Make-whole call at T+10 bps. |
Make-whole call at T+10 bps. |
Prior to May 25, 2027, make-whole call at T+10 bps; par call on and after May 25, 2027. |
Prior to May 25, 2029, make-whole call at T+10 bps; par call on and after May 25, 2029. |
Prior to April 25, 2031, make-whole call at T+15 bps; par call on and after April 25, 2031. |
Prior to March 25, 2034, make-whole call at T+15 bps; par call on and after March 25, 2034. |
Prior to December 25, 2053, make-whole call at T+15 bps; par call on and after December 25, 2053. |
Prior to December 25, 2063, make-whole call at T+20 bps; par call on and after December 25, 2063. |
Day Count Convention: |
30/360 |
30/360 |
30/360 |
30/360 |
30/360 |
30/360 |
30/360 |
30/360 |
CUSIP / ISIN: |
437076CX8 / US437076CX85 |
437076CZ3 / US437076CZ34 |
437076DB5 / US437076DB56 |
437076DC3 / US437076DC30 |
437076DD1 / US437076DD13 |
437076DE9 / US437076DE95 |
437076DF6 / US437076DF60 |
437076DG4 / US437076DG44 |
$600,000,000 Floating Rate Notes due December 24,
2025
Title of Securities: |
Floating Rate Notes due December 24, 2025 (the “Floating Rate Notes”) |
|
|
Principal Amount: |
$600,000,000 |
|
|
Maturity Date: |
December 24, 2025 |
|
|
Interest Rate Basis: |
Compounded SOFR (as defined in the Preliminary Prospectus Supplement dated June 17, 2024) |
|
|
Spread: |
33 bps |
|
|
Interest Payment Dates: |
Quarterly on March 24, June 24, September 24 and December 24, commencing September 24, 2024 |
|
|
Interest Reset Dates: |
Each Interest Payment Date, commencing September 24, 2024 |
|
|
Initial Interest Determination Date: |
September 20, 2024 |
|
|
Interest Determination Date: |
Second U.S. Government Securities Business Day prior to each Interest Reset Date |
|
|
U.S. Government Securities Business Day: |
A “U.S. Government Securities Business Day” is any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities |
|
|
Initial Rate Determination: |
Compounded SOFR determined on September 20, 2024 plus the Spread, accruing from and including June 25, 2024 to but excluding the first Interest Payment Date, calculated as described in the Preliminary Prospectus Supplement dated June 17, 2024 |
|
|
Price to Public: |
100.000% |
|
|
Redemption: |
The Floating Rate Notes shall not be redeemable prior to their maturity. |
|
|
Day Count Convention: |
Actual/360 |
|
|
CUSIP/ISIN: |
437076CY6 / US437076CY68 |
|
|
Joint Book-Running Managers: |
J.P. Morgan Securities LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Barclays Capital Inc. Deutsche Bank Securities Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC |
|
|
Co-Managers: |
Mizuho Securities USA LLC RBC Capital Markets, LLC TD Securities (USA) LLC Truist Securities, Inc. BNY Mellon Capital Markets, LLC Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Siebert Williams Shank & Co., LLC |
The issuer has filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus
in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting (i) J.P.
Morgan Securities LLC collect at 212-834-4533, (ii) BofA Securities, Inc. toll-free at 1-800-294-1322, (iii) Goldman Sachs &
Co. LLC at 1-866-471-2526, or (iv) Morgan Stanley & Co. LLC at 1-866-718-1649.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE
NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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