Obbligazione Home Depot Inc. 5.875% ( US437076AS19 ) in USD

Home Depot Inc.

100 USD ▼

Stati Uniti

US437076AS19 ( in USD )

5.875% per anno ( pagato 2 volte l'anno)

15/12/2036

Prospetto opuscolo dell'obbligazione The Home Depot US437076AS19 en USD 5.875%, scadenza 15/12/2036

2 000 USD

3 000 000 000 USD

437076AS1

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

16/06/2026 ( In 127 giorni )

The Home Depot è una società statunitense di vendita al dettaglio di articoli per la casa, il fai da te e il giardinaggio, con una vasta rete di magazzini in Nord America e Messico.

The Obbligazione issued by Home Depot Inc. ( United States ) , in USD, with the ISIN code US437076AS19, pays a coupon of 5.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/12/2036

The Obbligazione issued by Home Depot Inc. ( United States ) , in USD, with the ISIN code US437076AS19, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Home Depot Inc. ( United States ) , in USD, with the ISIN code US437076AS19, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
Page 1 of 37
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-135280
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount of
Title of Each Class
Amount to be
Offering Price
Aggregate
Registration Fee
of Securities to be Registered

Registered

Per Unit

Offering Price

(1)(2)(3)
Floating Rate Senior Notes due December 16, 2009

$ 750,000,000
100%
$ 750,000,000
$ 80,250.00
5.250% Senior Notes due December 16, 2013

$1,250,000,000
99.429%
$1,242,862,500
$ 132,986.29
5.875% Senior Notes due December 16, 2036

$3,000,000,000
98.600%
$2,958,000,000
$ 316,506.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act"). The total registration fee due for this
offering is $529,742.29.
(2)
Pursuant to Rule 457(p) under the Securities Act, the registration fee of $19,795.74 that has already been paid and remains unused with
respect to the withdrawn Form S-1 of National Waterworks Holdings, Inc., a wholly owned subsidiary of the registrant (Registration No.
333-123874)(Account No. 1321567), filed on April 5, 2005, is applied to the registration fee for this offering.
(3)
Pursuant to Rule 457(p) under the Securities Act, a credit of $1,674.43 that has resulted from an overpayment of a filing fee for the Form
S-8 of the registrant (Registration No. 333-72016) filed on October 22, 2001 is applied to the registration fee for this offering.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 23, 2006
$5,000,000,000

THE HOME DEPOT, INC.
$750,000,000 Floating Rate Senior Notes due December 16, 2009
$1,250,000,000 5.250% Senior Notes due December 16, 2013
$3,000,000,000 5.875% Senior Notes due December 16, 2036
This is an offering of an aggregate of $750,000,000 Floating Rate Senior Notes due December 16, 2009, which we refer to as the "2009
Notes", an aggregate of $1,250,000,000 5.250 % Senior Notes due December 16, 2013, which we refer to as the "2013 Notes" and an
aggregate of $3,000,000,000 5.875% Senior Notes due December 16, 2036, which we refer to as the "2036 Notes". We refer to the 2013 Notes
and the 2036 Notes collectively as the "Fixed Rate Notes". We refer to the 2009 Notes, the 2013 Notes and the 2036 Notes collectively as the
"notes".
We will pay interest on the 2009 Notes on December 16, March 16, June 16 and September 16 of each year, beginning on March 16,
2007. The 2009 Notes will bear interest at a floating rate equal to three month USD LIBOR plus 0.125% per year and will mature on
December 16, 2009. We may redeem the 2009 Notes, in whole or in part, at any time after June 16, 2008 at a redemption price equal to 100%
of the principal amount redeemed plus accrued and unpaid interest to the redemption date.
We will pay interest on the Fixed Rate Notes on December 16 and June 16 of each year beginning June 16, 2007. The 2013 Notes will
bear interest at a rate of 5.250% per year and will mature on December 16, 2013. The 2036 Notes will bear interest at a rate of 5.875% per year
and will mature on December 16, 2036. We may redeem any of the Fixed Rate Notes at any time by paying the greater of the principal amount
of the notes or a "make-whole" amount, plus, in each case, accrued interest.
For a more detailed description of the notes, see " Description of the Notes" beginning on page S-2.

Underwriting
Price to
Discounts and
Proceeds to

the Public
Commissions
Home Depot
Per 2009 Note

100.000%
0.200%
99.800%
Per 2013 Note

99.429%
0.400%
99.029%
Per 2036 Note

98.600%
0.875%
97.725%
Combined Total

$4,950,862,500
$ 32,750,000
$4,918,112,500
Delivery of the notes will be made in book-entry form only through the facilities of The Depository Trust Company and its direct and
indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"), on or about December 19, 2006, against payment therefor in immediately available funds.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any
representation to the contrary is a criminal offense.

Joint Book-Running Managers

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LEHMAN BROTHERS
MERRILL LYNCH & CO.
Senior Co-Managers

JPMORGAN
CREDIT SUISSE
MORGAN STANLEY
CITIGROUP
Co-Managers

WACHOVIA SECURITIES
WELLS FARGO SECURITIES
THE WILLIAMS CAPITAL GROUP, L.P.
The date of this prospectus supplement is December 13, 2006
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We have not, and the underwriters have not, authorized any dealer, salesperson or other person to give any information or to
make any representation other than those contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus
supplement and the accompanying prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained in
this prospectus supplement and the accompanying prospectus is accurate as of the dates on their respective covers. When we deliver
this prospectus supplement and the accompanying prospectus or make a sale pursuant to this prospectus supplement and the
accompanying prospectus, we are not implying that the information is current as of the date of the delivery or sale.

TABLE OF CONTENTS

Prospectus Supplement

Page
About this Prospectus Supplement

i
The Home Depot, Inc.

S-1
Use of Proceeds

S-1
Ratio of Earnings to Fixed Charges

S-1
Capitalization

S-2
Description of the Notes

S-2
United States Federal Taxation

S-8
Underwriting

S-12
Legal Matters

S-14
Incorporation of Certain Documents by Reference

S-14

Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Information by Reference

1
Special Note Regarding Forward-Looking Statements and Other Factors

2
Use of Proceeds

3
The Home Depot

3
Ratio of Earnings to Fixed Charges

4
Description of Debt Securities We May Offer

4
Legal Ownership and Book-Entry Issuance

10
Plan of Distribution

13
Validity of Debt Securities

14
Independent Registered Public Accounting Firm

14
ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and
the notes offered. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this
offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
Before purchasing any notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with
the additional information described under the heading "Incorporation of Certain Documents by Reference" in this prospectus supplement.
Unless otherwise indicated, all references in this prospectus supplement to "we," "our" or "Home Depot" refer to The Home Depot, Inc.
and its consolidated subsidiaries.

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THE HOME DEPOT, INC.
The Home Depot, Inc. is the world's largest home improvement retailer and the second largest retailer in the United States, based on net
sales for the fiscal year ended January 29, 2006. As of October 29, 2006, we were operating 2,104 stores, most of which are The Home Depot
stores. A description of these stores and HD Supply follows.
The Home Depot stores sell a wide assortment of building materials, home improvement and lawn and garden products and provide a
number of services. The Home Depot stores average approximately 105,000 square feet of enclosed space, with approximately 23,000
additional square feet of outside garden area. As of October 29, 2006, we had 2,057 The Home Depot stores located throughout the United
States (including the territories of Puerto Rico and the Virgin Islands), Canada and Mexico. In addition, at October 29, 2006, the Company
operated 34 EXPO Design Center stores, 11 The Home Depot Landscape Supply stores and two The Home Depot Floor stores.
In addition to our retail stores, our business includes HD Supply, which distributes products and sells installation services primarily to
business-to-business customers, including home builders, professional contractors, municipalities and maintenance professionals. HD Supply
consists of four major platforms: 1) infrastructure, including waterworks and utilities; 2) construction, including construction supply, lumber
and building materials, electrical, plumbing/HVAC and interiors; 3) maintenance, including facilities maintenance and industrial PVF; and 4)
repair and remodel.
The Home Depot, Inc. is a Delaware corporation that was incorporated in 1978. Our Store Support Center (corporate office) is located at
2455 Paces Ferry Road, N.W., Atlanta, Georgia 30339. Our telephone number is 770-433-8211.
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $4,914,340,500, after deducting underwriting discounts
and commissions and estimated offering expenses payable by us. We intend to use up to $4,000,000,000 of the net proceeds of this offering to
purchase common stock pursuant to our share repurchase authorization, subject to market conditions, and the balance of the net proceeds to
repay outstanding commercial paper and for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the past five fiscal years and the nine months ended October 29, 2006 is as follows:

Nine Months Ended
Fiscal Year(1)

October 29, 2006
2005
2004
2003
2002
2001
Ratio of Earnings to Fixed Charges(2)

15.8x
25.0x
29.1x
27.4x
26.5x
22.0x
(1)
Fiscal years 2005, 2004, 2003, 2002 and 2001 refer to the fiscal years ended January 29, 2006, January 30, 2005, February 1, 2004,
February 2, 2003 and February 3, 2002, respectively. Fiscal year 2001 consisted of 53 weeks.
(2)
For purposes of computing the ratios of earnings to fixed charges, "earnings" consist of earnings before income taxes plus fixed charges,
excluding capitalized interest. "Fixed charges" consist of interest incurred on indebtedness, including capitalized interest, amortization of
debt expenses and the portion of rental expense under operating leases deemed to be the equivalent of interest. The ratios of earnings to
fixed charges are calculated as follows:
(earnings before income taxes) + (fixed charges) -- (capitalized interest)
(fixed charges)

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CAPITALIZATION
The table below sets forth The Home Depot's consolidated capitalization at October 29, 2006 on an actual basis and as adjusted to give
effect to the issuance of the notes offered hereby and the application of the net proceeds from the sale of the notes. See "Use of Proceeds".
You should read the table together with our consolidated financial statements and the notes thereto incorporated by reference into this
prospectus supplement and accompanying prospectus.

October 29, 2006

Actual
As Adjusted

(In millions)
Cash and Short-Term Investments

$
617
$
617

Debt Included in Current Liabilities:

Short-Term Debt

$ 1,469
$
555
Current Installments of Long-Term Debt

17
17
Debt Included in Long-Term Liabilities:

Long-Term Debt, excluding Current Installments

6,671
11,622

Total Debt

$ 8,157
$
12,194
Stockholders' Equity

27,758
23,758

Total Debt and Stockholders' Equity

$ 35,915
$
35,952

DESCRIPTION OF THE NOTES
We are offering $750,000,000 aggregate principal amount of our Floating Rate Senior Notes due December 16, 2009, $1,250,000,000
aggregate principal amount of our 5.250% Senior Notes due December 16, 2013 and $3,000,000,000 aggregate principal amount of our 5.875%
Senior Notes due December 16, 2036. The 2009 Notes, 2013 Notes and 2036 Notes will each constitute a series of senior debt securities
described in the accompanying prospectus. This description supplements, and to the extent inconsistent therewith, replaces the descriptions of
the general terms and provisions contained in "Description of Debt Securities We May Offer" in the accompanying prospectus.
Each series of notes will be issued under the indenture dated as of May 4, 2005 entered into with The Bank of New York Trust Company,
N.A., as trustee. We urge you to read the indenture because it, not the summaries below and in the accompanying prospectus, defines your
rights. You may obtain a copy of the indenture from us without charge. See the section entitled "Where You Can Find More Information" in
the accompanying prospectus.
The 2009 Notes
The 2009 Notes will bear interest from December 19, 2006 or from the most recent interest payment date on which we have paid or
provided for interest on the 2009 Notes. The interest rate per annum for the 2009 Notes will be reset quarterly on the first day of each interest
period (as defined below) and will be equal to LIBOR (as defined below) plus 0.125%, as determined by the calculation agent. The Bank of
New York Trust Company, N.A. will initially act as calculation agent. The amount of interest for each day the 2009 Notes are outstanding,
which we refer to as the "daily interest amount," will be calculated by dividing the interest rate in effect for that day by 360 and multiplying the
result by the principal amount of the 2009 Notes. The amount of interest to be paid on the 2009 Notes for each interest period will be calculated
by adding the daily interest amounts for each day in the interest period.
We will pay interest on the 2009 Notes on each December 16, March 16, June 16 and September 16 commencing March 16, 2007, and at
maturity. If any interest payment date would fall on a day that is not a

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business day, other than the interest payment date that is also the date of maturity for the 2009 Notes, that interest payment date will be
postponed to the following day that is a business day, except that if such next business day is in a different month, then that payment date will
be the immediately preceding day that is a business day. If the date of maturity for the 2009 Notes is not a business day, payment of principal
and interest on the 2009 Notes will be made on the following day that is a business day and no interest will accrue for the period from and after
such date of maturity. Interest on the 2009 Notes will be paid to the person in whose name such note was registered at the close of business on
the fifteenth calendar day, whether or not a business day, prior to the applicable interest payment date.
Except as described below for the first interest period, on each interest payment date, we will pay interest for the period commencing on
and including the immediately preceding interest payment date and ending on and including the next day preceding that interest payment date.
We will refer to this period as an "interest period." The first interest period will begin on and include December 19, 2006 and will end on but
exclude March 16, 2007.
"LIBOR," with respect to an interest period, shall be the rate (expressed as a percentage per annum) for deposits in United States dollars
for a three-month period beginning on the second London Banking Day after the Determination Date (as defined below) that appears on
Telerate Page 3750 (as defined below) as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does not include this
rate or is unavailable on the Determination Date, the calculation agent will obtain such rate from Bloomberg's page "BBAM." If neither
Telerate Page 3750 nor Bloomberg L.P. page "BBAM" includes such rate, the calculation agent will request the principal London office of
each of four major banks in the London interbank market, as selected by the calculation agent (in consultation with us), to provide that bank's
offered quotation (expressed as a percentage per annum) as of approximately 11:00 a.m., London time, on the Determination Date to prime
banks in the London interbank market for deposits in a Representative Amount (as defined below) in United States dollars for a three-month
period beginning on the second London Banking Day after the Determination Date. If at least two offered quotations are so provided, LIBOR
for the interest period will be the arithmetic mean of those quotations. If fewer than two quotations are so provided, the calculation agent will
request each of three major banks in New York City, as selected by the calculation agent, to provide that bank's rate (expressed as a percentage
per annum), as of approximately 11:00 a.m., New York City time, on the Determination Date for loans in a Representative Amount in United
States dollars to leading European banks for a three-month period beginning on the second London Banking Day after the Determination Date.
If at least two rates are so provided, LIBOR for the interest period will be the arithmetic mean of those rates. If fewer than two rates are so
provided, then LIBOR for the interest period will be LIBOR in effect with respect to the immediately preceding interest period.
"Determination Date" with respect to an interest period will be the second London Banking Day preceding the first day of the interest
period.
"London Banking Day" is any day in which dealings in United States dollars are transacted or, with respect to any future date, are
expected to be transacted in the London interbank market.
"Representative Amount" means a principal amount that is not less than $1.0 million for a single transaction in the relevant market at the
relevant time.
"Telerate Page 3750" means the display designated as "Page 3750" on Moneyline Telerate, Inc. or any successor service (or such other
page as may replace Page 3750 on that service or a successor service).
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being
rounded upwards).
The interest rate on the 2009 Notes will in no event be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application. Under present New York

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law, the maximum rate of interest is 25% per annum on a simple interest basis. This limit may not apply to 2009 Notes in which $2,500,000 or
more has been invested.
The calculation agent will, upon the request of the holder of any note due 2009, provide the interest rate then in effect. All calculations of
the calculation agent, in the absence of manifest error, shall be conclusive for all purposes and binding on us and holders of the 2009 Notes. We
may appoint a successor calculation agent with the written consent of the paying agent, which consent shall not be unreasonably withheld.
The 2013 Notes
The 2013 Notes will mature on December 16, 2013, and will bear interest at 5.250% per annum from December 19, 2006, or from the
most recent date to which interest has been paid or provided for, payable semiannually in arrears to holders of record at the close of business on
the December 2 and June 2 immediately preceding the interest payment date on December 16 and June 16 of each year, commencing June 16,
2007.
If any interest payment date, date of redemption or the maturity date of any of the notes is not a business day, then payment of principal
and interest will be made on the next succeeding business day. No interest will accrue on the amount so payable for the period from such
interest payment date, redemption date or maturity date, as the case may be, to the date payment is made. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.
The 2036 Notes
The 2036 Notes will mature on December 16, 2036, and will bear interest at 5.875% per annum from December 19, 2006, or from the
most recent date to which interest has been paid or provided for, payable semiannually in arrears to holders of record at the close of business on
the December 2 and June 2 immediately preceding the interest payment date on December 16 and June 16 of each year, commencing June 16,
2007.
If any interest payment date, date of redemption or the maturity date of any of the 2036 Notes is not a business day, then payment of
principal and interest will be made on the next succeeding business day. No interest will accrue on the amount so payable for the period from
such interest payment date, redemption date or maturity date, as the case may be, to the date payment is made. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
General
The notes do not contain any sinking fund provisions.
In some circumstances, we may elect to discharge our obligations on the notes through defeasance or covenant defeasance. See
"Description of Debt Securities We May Offer -- Defeasance" in the accompanying prospectus for more information about how we may do
this.
The notes will be issued only in registered form without coupons, in denominations of $2,000 or integral multiples of $1,000 thereof. No
service charge will be made for any registration of transfer or any exchange of notes, but we may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith.
The notes will be our unsecured and unsubordinated obligations ranking equally with our other outstanding unsecured and
unsubordinated indebtedness.
Additional Notes
We may, without the consent of the holders of the notes, create and issue additional notes ranking equally with either series of notes in all
respects, including having the same CUSIP number of such series, so that such

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additional notes shall be consolidated and form a single series with such notes and shall have the same terms as to status or otherwise as such
notes. No additional notes may be issued if an event of default has occurred and is continuing with respect to such series of notes.
Optional Redemption
The 2009 Notes
We will have the right at our option to redeem the notes in whole or in part, at any time or from time to time after June 16, 2008 and prior
to their maturity, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of 2009 Notes, at a
redemption price equal to 100% of the principal amount of such notes, plus any accrued and unpaid interest thereon to the date of redemption.
The Fixed Rate Notes
We may, at our option, at any time and from time to time redeem all or any portion of the Fixed Rate Notes on not less than 30 nor more
than 60 days' prior notice mailed to the holders of such Fixed Rate Notes to be redeemed. The Fixed Rate Notes will be redeemable at a
redemption price, plus accrued interest to the date of redemption, equal to the greater of (1) 100% of the principal amount of the Fixed Rate
Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Fixed Rate
Notes to be redeemed that would be due after the related redemption date but for such redemption (except that, if such redemption date is not
an interest payment date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued
thereon to the redemption date), discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months). The discount rate for the 2013 Notes will be the Treasury Rate plus 15 basis points, and the discount rate for the 2036 Notes will be
the Treasury Rate plus 20 basis points.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
(computed as of the second business day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the notes of the relevant series. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set
forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite
3:30 p.m. Quotations for U.S. Government Notes" or (2) if such release (or any successor release) is not published or does not contain such
prices on such business day, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or (b) if the trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all Quotations obtained.
"Reference Treasury Dealer" means Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their successors
and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by us, except that
if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we are
required to designate as a substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer.

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"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the trustee by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third business day
preceding such redemption date.
On and after any redemption date, interest will cease to accrue on the Fixed Rate Notes called for redemption. Prior to any redemption
date, we are required to deposit with a paying agent money sufficient to pay the redemption price of and accrued interest on the Fixed Rate
Notes to be redeemed on such date. If we are redeeming less than all the Fixed Rate Notes of a series, the trustee under the indenture must
select the Fixed Rate Notes to be redeemed by such method as the trustee deems fair and appropriate in accordance with methods generally
used at the time of selection by fiduciaries in similar circumstances.
Change of Control
If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the notes as described above, holders of
notes will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their
notes pursuant to the offer described below (the "Change of Control Offer") on the terms set forth in the notes. In the Change of Control Offer,
we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid
interest, if any, on the notes repurchased, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of
Control Triggering Event, we will be required to mail a notice to holders of notes describing the transaction or transactions that constitute the
Change of Control Triggering Event and offering to repurchase the notes on the date specified in the notice, which date will be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures
required by the notes and described in such notice. We must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control provisions of the notes, we will be required to comply with the
applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions of
the notes by virtue of such conflicts.
On the Change of Control Payment Date, we will be required, to the extent lawful, to:

· accept for payment all notes or portions of senior notes properly tendered pursuant to the Change of Control Offer;

· deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly

tendered; and

· deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers' certificate stating the aggregate

principal amount of notes or portions of notes being purchased.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other
disposition of "all or substantially all" of the properties or assets of Home Depot and its subsidiaries taken as a whole. Although there is a
limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law.
Accordingly, the ability of a holder of notes to require Home Depot to repurchase its notes as a result of a sale, lease, transfer, conveyance or
other disposition of less than all of the assets of Home Depot and its subsidiaries taken as a whole to another Person or group may be uncertain.

S-6
http://www.sec.gov/Archives/edgar/data/354950/000119312506254484/d424b5.htm
12/21/2006