Item 8.01. Other Events.





On January 6, 2020, The Home Depot, Inc. (the "Company") entered into an
Underwriting Agreement dated January 6, 2020 (the "Underwriting Agreement")
among the Company and BofA Securities, Inc., Credit Suisse Securities (USA) LLC,
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of
the several underwriters named therein (together, the "Underwriters"). The
Underwriting Agreement relates to a public offering by the Company of
$750,000,000 aggregate principal amount of 2.950% Notes due June 15, 2029 (the
"2029 Notes") and $1,250,000,000 aggregate principal amount of 3.125% Notes due
December 15, 2049 (together with the 2029 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.
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 January 13, 2020,
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 agreements, and should
not be relied upon by investors for any other purpose.
(d)  Exhibits
Exhibit       Description
  1.1           Underwriting Agreement dated as of January 6, 2020 between
              The Home Depot, Inc. and BofA Securities, Inc., Credit Suisse
              Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan
              Securities LLC, as representatives of the underwriters.



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