Item 8.01. Other Events.





On March 30, 2020, The Home Depot, Inc. (the "Company") completed a public
offering of of $750,000,000 aggregate principal amount of 2.500% Notes due April
15, 2027 (the "2027 Notes"), $1,500,000,000 aggregate principal amount of 2.700%
Notes due April 15, 2030 (the "2030 Notes"), $1,250,000,000 aggregate principal
amount of 3.300% Notes due April 15, 2040 (the "2040 Notes"), and $1,500,000,000
aggregate principal amount of 3.350% Notes due April 15, 2050 (together with the
2027 Notes, the 2030 Notes, and the 2040 Notes, the "Notes"). The offering of
the Notes was made pursuant to the Company's shelf registration statement on
Form S-3 (Registration No. 333-227052) filed with the Securities and Exchange
Commission on August 27, 2018.
In connection with the offering of the Notes, on March 26, 2020 the Company
entered into an Underwriting Agreement (the "Underwriting Agreement") among the
Company and BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities LLC, and Morgan Stanley & Co. LLC, as representatives of the several
underwriters named therein (together, the "Underwriters"). 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 Notes were issued under an Indenture dated as of May 4, 2005 (the
"Indenture") between the Company and Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), as Trustee.

The foregoing summary is qualified by reference to the Underwriting Agreement, Indenture and the respective forms of global note for the offering, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein and in the above-referenced shelf registration statement.

Item 9.01. Financial Statements and Exhibits.





The documents included as exhibits to this report are filed solely to provide
information about their terms, are not intended to provide any factual or other
information about the Company or the other parties to the agreements, and should
not be relied upon by investors for any other purpose.
(d)  Exhibits
Exhibit       Description
   1.1          Underwriting Agreement dated as of March 26, 2020 between The Home
              Depot, Inc. and BofA Securities, Inc., Deutsche Bank Securities Inc.,
              J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as
              representatives of the underwriters.

   4.1          Indenture dated as of May 4, 2005 between the Company and The Bank of
              New York Mellon Trust Company, N.A., as Trustee - incorporated herein
              by reference to Exhibit 4.1 to the Company's Registration Statement on
              Form S-3 (Registration No. 333-124699).

   4.2          Form of 2.500% Note due April 15, 2027.

   4.3          Form of 2.700% Note due April 15, 2030.

   4.4          Form of 3.300% Note due April 15, 2040.

   4.5          Form of 3.350% Note due April 15, 2050.

   5.1          Opinion of Alston & Bird LLP.

  23.1          Consent of Alston & Bird LLP (included in Exhibit 5.1).



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