Item 8.01. Other Events.

On September 12, 2022, The Home Depot, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., 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 4.000% Notes due September 15, 2025 (the "2025 Notes"), $1,250,000,000 aggregate principal amount of 4.500% Notes due September 15, 2032 (the "2032 Notes"), and $1,000,000,000 aggregate principal amount of 4.950% Notes due September 15, 2052 (the "2052 Notes," and together with the 2025 Notes and the 2032 Notes, the "Notes"). The offering of the Notes was made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-259121) 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 September 19, 2022, 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



Exhibit     Description

1.1           Underwriting Agreement dated as of September 12, 2022 among The Home
            Depot, Inc. and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P.
            Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche
            Bank Securities Inc., as representatives of the underwriters.

104         The cover page from this Current Report on Form 8-K formatted in
            Inline XBRL (included as Exhibit 101).




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