Obbligazione Home Depot Inc. 4.875% ( US437076BD31 ) in USD

Home Depot Inc.

100 USD ▲

Stati Uniti

US437076BD31 ( in USD )

4.875% per anno ( pagato 2 volte l'anno)

15/02/2044

Prospetto opuscolo dell'obbligazione The Home Depot US437076BD31 en USD 4.875%, scadenza 15/02/2044

2 000 USD

1 000 000 000 USD

437076BD3

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/02/2026 ( In 5 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 US437076BD31, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/02/2044

The Obbligazione issued by Home Depot Inc. ( United States ) , in USD, with the ISIN code US437076BD31, 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 US437076BD31, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
424B2 1 d593508d424b2.htm 424B2
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No.: 333-183621
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
to be
Aggregate
Amount of

Offering Price

Registered

Per Unit

Offering Price

Registration Fee(1)
2.250% Senior Notes Due 2018

$1,150,000,000

99.859%

$1,148,378,500

$156,638.83
3.750% Senior Notes Due 2024

$1,100,000,000

99.481%

$1,094,291,000

$149,261.29
4.875% Senior Notes Due 2044

$1,000,000,000

98.506%

$985,060,000

$134,362.18

(1)
Calculated in accordance with Rule 457(r) of the Securities Act.
1 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 29, 2012
$3,250,000,000

2.250% Senior Notes due September 10, 2018
3.750% Senior Notes due February 15, 2024
4.875% Senior Notes due February 15, 2044

This is an offering of $1,150,000,000 of 2.250% senior notes due September 10, 2018, which we refer to as the "2018 notes," $1,100,000,000 of 3.750% senior
notes due February 15, 2024, which we refer to as the "2024 notes," and $1,000,000,000 of 4.875% senior notes due February 15, 2044, which we refer to as the
"2044 notes". We refer to the 2018 notes, the 2024 notes and the 2044 notes collectively as the "notes". We will pay interest on the 2018 notes every March 10 and
September 10 beginning March 10, 2014. We will pay interest on the 2024 notes and the 2044 notes every February 15 and August 15 beginning February 15, 2014. We
may redeem the notes at any time at the redemption price specified herein.
The notes will not be listed on any securities exchange. There is currently no public market for the notes.
For a more detailed description of the notes, see "Description of the Notes" beginning on page S-4.

Underwriting
Price to
Discounts and
Proceeds to

the Public

Commissions
Home Depot
Per 2018 Note

99.859%

0.350%

99.509%
Per 2024 Note

99.481%

0.450%

99.031%
Per 2044 Note

98.506%

0.875%

97.631%
Total

$3,227,729,500
$17,725,000
$3,210,004,500
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, societe anonyme ("Clearstream"), on or about September 10, 2013, 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.
Investing in the notes involves risk. See "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended February 3, 2013, which is
incorporated by reference into this prospectus supplement.

Joint Book-Running Managers

BofA Merrill Lynch

Credit Suisse
Deutsche Bank Securities
Goldman, Sachs & Co.
J.P. Morgan
Co-Managers

Barclays

BNY Mellon Capital Markets, LLC

Citigroup

Fifth Third Securities, Inc.
Morgan Stanley

RBC Capital Markets

RBS

SunTrust Robinson Humphrey

TD Securities

The Williams Capital Group, L.P.

US Bancorp

Wells Fargo Securities

Lebenthal Capital Markets
The date of this prospectus supplement is September 3, 2013.
2 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
We are responsible for the information contained in this prospectus supplement and the accompanying prospectus and in any related free writing
prospectus we prepare or authorize. 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, and
we take no responsibility for any other information that others may give you. 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.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom, (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies,
and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be
engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

S-1
The Home Depot, Inc.

S-2
Cautionary Note Regarding Forward-Looking Statements

S-2
Use of Proceeds

S-2
Ratio of Earnings to Fixed Charges

S-3
Capitalization

S-3
Description of the Notes

S-4
Certain U.S. Income and Other Tax Considerations for Non-U.S. Holders

S-9
Underwriting

S-11
Legal Matters

S-15
Incorporation of Certain Documents by Reference

S-15
Prospectus

Page
About This Prospectus

1

Where You Can Find More Information

1

Forward-Looking Statements and Risk Factors

2

The Home Depot, Inc.

3

Use of Proceeds

3

Selected Financial Data

4

Ratio of Earnings to Fixed Charges

4

Description of Debt Securities

5

Plan of Distribution

16

Legal Matters

17

Independent Registered Public Accounting Firm

17

3 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
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.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next business day will be
required, because the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. If you wish to
trade notes on the date hereof or the next business day, you should consult your own advisors.

S-1
4 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
THE HOME DEPOT, INC.
The Home Depot, Inc. is the world's largest home improvement retailer based on net sales for the fiscal year ended February 3, 2013. As of August 4, 2013, we
had 2,258 The Home Depot® stores located throughout the United States including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and
Guam ("U.S."), Canada and Mexico. The Home Depot stores sell a wide assortment of building materials, home improvement products and lawn and garden products
and provide a number of services.
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference herein may contain statements, estimates or projections that constitute "forward-looking
statements" as defined under U.S. federal securities laws. Generally, the words "believes," "expects," "anticipates," "plans," "estimates," "should" and "intends" and
similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does
not mean that a statement is not forward-looking. Forward-looking statements may relate to, among other things, the demand for our products and services, net sales
growth, comparable store sales, state of the economy, state of the residential construction, housing and home improvement markets, effects of competition, state of the
credit markets, including mortgages, home equity loans and consumer credit, inventory and in-stock positions, commodity price inflation and deflation, implementation
of store and supply chain initiatives, continuation of share repurchase programs, net earnings performance, earnings per share, capital allocation and expenditures,
liquidity, return on invested capital, management of relationships with our suppliers and vendors, stock-based compensation expense, the effect of accounting charges,
the effect of adopting certain accounting standards, the ability to issue debt on terms and at rates acceptable to us, store openings and closures, expense leverage and
financial outlook. Management believes that these forward-looking statements are reasonable as and when made. However, forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks
and uncertainties are discussed in our filings with the Securities and Exchange Commission ("SEC"), including, without limitation, our Annual Report on Form 10-K for
the fiscal year ended February 3, 2013, which filings are available from the SEC as described under the heading "Incorporation of Certain Documents by Reference" in
this prospectus supplement.
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $3.207 billion, after deducting underwriting discounts and commissions and
estimated offering expenses payable by us. We intend to use the net proceeds for general corporate purposes, including refinancing of $1.250 billion principal amount of
our 5.25% senior notes that mature on December 16, 2013 and repurchasing shares of our common stock, subject to market conditions and other business
considerations.

S-2
5 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the six months ended August 4, 2013 and each of the five fiscal years ended February 3, 2013 is as follows.

Six Months

Fiscal Year(1)

Ended

August 4, 2013
2012
2011
2010
2009
2008
Ratio of Earnings to Fixed Charges

10.8x

8.7x 7.8x 7.5x 5.2x 4.8x
(1) Fiscal years 2012, 2011, 2010, 2009 and 2008 refer to the fiscal years ended February 3, 2013, January 29, 2012, January 30, 2011, January 31, 2010
and February 1, 2009, respectively. Fiscal year 2012 includes 53 weeks; all other fiscal years reported include 52 weeks.
For purposes of computing the ratios of earnings to fixed charges, "earnings" consist of earnings from continuing operations 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 from continuing operations before income taxes) + (fixed charges) (capitalized interest)
(fixed charges)
CAPITALIZATION
The table below sets forth The Home Depot's consolidated capitalization at August 4, 2013 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.

August 4, 2013

As

Actual
Adjusted

(amounts in millions)

Cash and Cash Equivalents

$ 3,419
$ 5,376

Debt Included in Current Liabilities:

Current Installments of Long-Term Debt (1)

$ 1,308
$

35
Debt Included in Long-Term Liabilities:

Long-Term Debt, Excluding Current Installments

11,450
14,678

Total Debt

$12,758
$14,713
Stockholders' Equity

15,478
15,478

Total Debt and Stockholders' Equity

$28,236
$30,191

(1) As Adjusted reflects the retirement of our 5.25% senior notes that will mature on December 16, 2013 at their carrying value as of August 4, 2013.

S-3
6 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
DESCRIPTION OF THE NOTES
The 2.250% Senior Notes due September 10, 2018, which we refer to as the "2018 notes", the 3.750% Senior Notes due February 15, 2024, which we refer to
as the "2024 notes", and the 4.875% Senior Notes due February 15, 2044, which we refer to as the "2044 notes," 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" in the accompanying prospectus.
Each series of notes will be issued under the indenture dated as of August 24, 2012 entered into with Deutsche Bank Trust Company Americas, 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.
General
The 2018 notes will mature on September 10, 2018, and will bear interest at 2.250% per annum from September 10, 2013, or from the most recent date to which
interest has been paid or provided for, payable semiannually in arrears on March 10 and September 10 of each year, commencing March 10, 2014, to holders of record
at the close of business on the immediately preceding February 25 and August 25 (whether or not a business day).
The 2024 notes will mature on February 15, 2024, and will bear interest at 3.750% per annum from September 10, 2013, or from the most recent date to which
interest has been paid or provided for, payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2014, to holders of
record at the close of business on the immediately preceding February 1 and August 1 (whether or not a business day).
The 2044 notes will mature on February 15, 2044, and will bear interest at 4.875% per annum from September 10, 2013, or from the most recent date to which
interest has been paid or provided for, payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2014, to holders of
record at the close of business on the immediately preceding February 1 and August 1 (whether or not a business day).
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 notes do not contain any sinking fund provisions.
In some circumstances, we may elect to discharge our obligations in respect of a series of the notes through defeasance or covenant defeasance. See "Description
of Debt Securities--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 in excess 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.

S-4
7 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
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 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; provided, that such additional notes will be issued with no more than de minimis original issue discount for U.S. federal income
tax purposes or be part of a qualified reopening for U.S. federal income tax purposes. No additional notes may be issued if an event of default has occurred and is
continuing with respect to such notes.
Optional Redemption
We may, at our option, at any time and from time to time redeem all or any portion of the notes on not less than 30 nor more than 60 days' prior notice mailed to
the holders of the notes to be redeemed. Prior to August 10, 2018 (one month prior to the maturity date of the 2018 notes) in the case of the 2018 notes, prior to
November 15, 2023 (three months prior to the maturity date of the 2024 notes) in the case of the 2024 notes and prior to August 15, 2043 (six months prior to the
maturity date of the 2044 notes) in the case of the 2044 notes, the 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 notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and
interest on the 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 (solely for the purpose of this calculation) by the amount of interest accrued
thereon to the redemption date), discounted to the redemption date (using the discount rates set forth below) on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months). The discount rate for the 2018 notes will be the Treasury Rate plus 10 basis points, the discount rate for the 2024 notes will be the Treasury
Rate plus 15 basis points, and the discount rate for the 2044 notes will be the Treasury Rate plus 20 basis points.
At any time on or after August 10, 2018 (one month prior to their maturity date), the 2018 notes will be redeemable, in whole or in part at any time and from time
to time, at our option at a redemption price equal to 100% of the principal amount of the 2018 notes to be redeemed plus accrued interest thereon to the date of
redemption. At any time on or after November 15, 2023 (three months prior to their maturity date), the 2024 notes will be redeemable, in whole or in part at any time
and from time to time, at our option at a redemption price equal to 100% of the principal amount of the 2024 notes to be redeemed plus accrued interest thereon to the
date of redemption. At any time on or after August 15, 2043 (six months prior to their maturity date), the 2044 notes will be redeemable, in whole or in part at any time
and from time to time, at our option at a redemption price equal to 100% of the principal amount of the 2044 notes to be redeemed plus accrued interest thereon to the
date of redemption.
"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 applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the applicable 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.

S-5
8 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
"Comparable Treasury Price" means, with respect to any redemption date, (1) 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 (2) if we obtain fewer than four such Reference Treasury Dealer Quotations,
the average of all Reference Treasury Dealer Quotations obtained, or (3) if only one Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer
Quotation.
"Reference Treasury Dealer" means Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC 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.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of
the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us 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 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 notes to be redeemed on such date. If we are redeeming less than all of the
notes of a given series, the trustee under the indenture must select the notes of that series to be redeemed either pro rata, by lot, in accordance with the procedures of
DTC or by such other method as the trustee deems fair and reasonable.
We may, in any notice of redemption delivered to holders of notes, specify in our discretion one or more conditions precedent that must be satisfied prior to our
obligation to so redeem the notes subject to such notice of redemption.
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.

S-6
9 of 39
9/5/2013 9:04 AM

424B2
http://www.sec.gov/Archives/edgar/data/354950/000119312513357159/...
Table of Contents
On the Change of Control Payment Date, we will be required, to the extent lawful, to:

· accept for payment all notes or portions of 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.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"Below Investment Grade Rating Event" means the notes of the applicable series are rated below an Investment Grade Rating by each of the Rating Agencies (as
defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the notes of such series is under publicly
announced consideration for possible downgrade by any of the Rating Agencies).
"Change of Control" means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Home Depot and its consolidated subsidiaries
taken as a whole to any Person other than Home Depot or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any Person becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of
Home Depot's voting stock; or (3) the first day on which a majority of the members of Home Depot's Board of Directors are not Continuing Directors.
"Change of Control Triggering Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of Home Depot who (1) was a member of such Board of
Directors on the date of the issuance of the notes; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of Home
Depot's proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).
"Fitch" means Fitch Ratings.
"Investment Grade Rating" means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody's and BBB- (or the
equivalent) by S&P.

S-7
10 of 39
9/5/2013 9:04 AM