Table of Contents
As filed with Securities and Exchange Commission on February 13, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Home Depot, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 95-3261426 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer | |
| Identification No.) |
2455 Paces Ferry Road, N.W.
Atlanta, Georgia 30339
(770) 433-8211
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Frank L. Fernandez, Esq.
Executive Vice President, Secretary and General Counsel
2455 Paces Ferry Road, N.W.
Atlanta, Georgia 30339
(770) 433-8211
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Atlanta, Georgia 30339
(770) 433-8211
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Frank L. Fernandez, Esq.
Executive Vice President, Secretary and General Counsel
2455 Paces Ferry Road, N.W.
Atlanta, Georgia 30339
(770) 433-8211
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Jonathan M. Gottsegen, Esq. Director, Corporate and Securities Practice Group The Home Depot, Inc. 2455 Paces Ferry Road, N.W. Atlanta, Georgia 30339 (770) 433-8211 |
Adam H. Golden, Esq. Kaye Scholer LLP 425 Park Avenue New York, New York 10022 (212) 836-8000 |
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box:
þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box: þ
If this Form is a post-effective amendment to registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
| Proposed maximum | ||||||||||||||||||||||
| Title of each class of | Amount to be | Proposed maximum | aggregate | Amount of | ||||||||||||||||||
| securities to be registered | registered | offering price per unit(1) | offering price(1) | registration fee(1)(2) | ||||||||||||||||||
Common Stock, $0.05 par value |
6,500,000 | $39.23 | $254,995,000 | $27,284.47 | ||||||||||||||||||
| (1) | Pursuant to Rule 457(c), the offering price and registration fee are computed on the basis of the average high and low prices of the common stock, as reported by the New York Stock Exchange on February 9, 2006. | |
| (2) | Calculated pursuant to Rule 457(o). The registrant has not included any filing fee herewith. Pursuant to Rule 457(p), the filing fee has been offset by $27,284.47 of the filing fee previously paid by National Waterworks Holdings, Inc., a wholly-owned subsidiary of the registrant, in the amount of $47,080 with respect to a withdrawn registration statement on Form S-1 (File No. 333-123874) filed with the Commission on April 6, 2005. |
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PROSPECTUS
The Home Depot, Inc. is pleased to offer you the opportunity to participate in DepotDirect, a
convenient and low-cost stock purchase program available for new investors to make an initial
investment in Home Depot common stock and for existing investors to increase their holdings of Home
Depot common stock.
Shares
of common stock of The Home Depot, Inc. are listed on the New York Stock Exchange under
the trading symbol “HD.” On February 9, 2006, the closing price of the common stock was
$39.05.
Program highlights include:
| • | Purchase Home Depot common stock through a convenient, low-cost method | ||
| • | Build your investment over time, starting with as little as $500 | ||
| • | Purchase shares directly through the Internet or by check | ||
| • | Arrange to have your Home Depot dividends automatically reinvested | ||
| • | Authorize automatic monthly investments in Home Depot common stock from your checking or savings account | ||
| • | Invest up to $250,000 per year |
This prospectus relates to 6,500,000 shares of Home Depot common stock, par value $.05 per
share, to be offered for purchase under DepotDirect.
Please read this prospectus carefully and keep it and any future investment statements for
your reference. If you have any questions about DepotDirect, please call Computershare Trust
Company, N.A., a wholly-owned subsidiary of Computershare Shareholder Services, Inc., the Program
Administrator, toll free at 1-800-577-0177, 24 hours a day, seven days a week. Customer service
representatives are available between the hours of 9:00 A.M. and 5:00 P.M. Eastern Time, Monday
through Friday.
Shares of Home Depot common stock are not insured or protected by any governmental agency, and
involve investment risk, including the possible loss of principal. In addition, dividends may be
reduced or eliminated.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved the securities to be issued under this prospectus or determined if this
prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
This prospectus is not an offer to sell securities and it is not soliciting an offer to buy
securities in any state or country where the offer or sale is not permitted. To the extent
required by applicable law in certain jurisdictions, shares offered through DepotDirect are offered
only through a registered broker-dealer in those jurisdictions.
The date of this Prospectus is February 13, 2006.
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THE COMPANY
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 30, 2005. As
of January 29, 2006, we were operating 2,042 stores. Most of our stores are Home Depot® stores. A
description of our Home Depot stores, The Home Depot Supply and our other store formats follows.
Home Depot stores sell a wide assortment of building materials, home improvement and lawn and
garden products and provide a number of services. 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 January 29, 2006, we had 1,984 Home Depot stores located throughout the United States
(including the territories of Puerto Rico and the Virgin Islands), Canada and Mexico.
In addition to Home Depot stores, we have a store format that sells products and services
primarily for home decorating and remodeling projects called Expo Design Center and two store
formats focused on professional customers called The Home Depot Supply and Home Depot Landscape
Supply. As of January 29, 2006, we were operating 34 Expo Design
Center stores, three The Home Depot
Supply stores and 11 Home Depot Landscape Supply stores. We also have two The Home Depot Floor
Stores located in Texas and Florida that primarily sell flooring products.
The Home Depot Supply distributes products and sells installation services primarily to
professional business contractors, businesses and municipalities. The Home Depot Supply operates
in the following three primary areas:
| • | Maintenance, Repair and Operations (“MRO”) supplies maintenance, repair and operating products primarily to multi-family housing, hospitality and lodging facilities. Included under MRO are National Waterworks, Inc. and Apex Supply Company, Inc. National Waterworks provides a wide range of water and wastewater related products and services through 137 branches in 36 states. Apex Supply is a wholesale supplier of plumbing, HVAC, appliances and other related professional products with 24 locations in the Southeast. MRO also distributes its products through 20 distribution centers located in 14 states. | ||
| • | Builder provides products and arranges installation services for production home builders through 37 Creative Touch Interiors locations in 14 states. Builder also includes Williams Bros. Lumber Company, LLC, a supplier of lumber and building materials to home builders through 16 branches in Georgia. | ||
| • | Professional Supply includes various brands, including White Cap and Contractor’s Warehouse. White Cap distributes specialty hardware, tools and materials to construction contractors through 103 branches in 23 states. Contractor’s Warehouse caters to small contractors and remodeling tradesmen through eight stores located in California. |
On January 9, 2006,
we entered into a definitive merger agreement to acquire Hughes Supply, Inc., a leading distributor of construction,
repair and maintenance products, for aggregate consideration of approximately $3.47 billion. We expect that
Hughes Supply will be part of The Home Depot Supply.
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. The telephone number for the Investor Relations
Department is 770-384-2387.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS
Certain statements we make in this prospectus or in documents incorporated by reference into
this prospectus, including any statements related to Net Sales growth, increases in comparable
store sales, impact of cannibalization, commodity price inflation and deflation, implementation of
store initiatives, Net Earnings performance, including Depreciation expense, earnings per share,
stock-based compensation expense, store openings and closures, capital allocation and expenditures,
the effect of adopting certain accounting standards, future financial reporting, financing,
margins, return on invested capital, operations after the closing of the merger with Hughes Supply,
Inc. (“Hughes”), the timing and certainty of closing of the merger with Hughes, the accounting and
financial impact of the merger with Hughes, strategic direction and the demand for our products and
services, constitute “forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. These statements are based on currently available information and are based on
our current expectations and projections about future events. These statements are subject to
risks and uncertainties that could cause actual results to differ materially from our historical
experience and expectations. These risks and uncertainties include, but are not limited to:
| • | economic conditions in North America; | ||
| • | changes in our cost structure; | ||
| • | the availability of sourcing channels consistent with our strategy of differentiation; | ||
| • | conditions affecting new store development, such as our ability to find suitable store locations and obtain all required permits; | ||
| • | conditions affecting customer transactions and average ticket, including, but not limited to, weather conditions; | ||
| • | the success of our technology initiatives in improving operations and customers’ in-store experience; | ||
| • | our ability to identify and respond to evolving trends in demographics and consumer preferences; | ||
| • | our ability to design stores that appeal to customers; | ||
| • | the costs of redesigning stores in light of evolving customer expectations; | ||
| • | the success of new store formats; | ||
| • | the relative success of our expansion strategy, including our ability to identify acquisition opportunities, particularly in markets outside the United States, and our ability to complete acquisitions on financially attractive terms and integrate them with our other businesses (including the merger with Hughes); | ||
| • | our ability to create appropriate distribution channels for key sales platforms; | ||
| • | our ability to successfully execute our online strategy; | ||
| • | our ability to attract, train and retain highly-qualified associates; | ||
| • | the impact of new accounting standards; | ||
| • | the impact of competition; and | ||
| • | decisions by management related to possible asset impairments, regulation and litigation matters. |
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Undue reliance should not be placed on such forward-looking statements as they speak only as
of the date made and we undertake no obligation to update these forward-looking statements to
reflect subsequent events or circumstances. Additional information regarding these and other risks
and uncertainties is contained in our periodic filings with the SEC, including our Annual Report on
Form 10-K for the fiscal year ended January 30, 2005, which is incorporated by reference in this
prospectus. See “Where You Can Find More Information” and “Incorporation of Information We File
With the SEC” in this prospectus.
INFORMATION ABOUT DEPOTDIRECT
The following questions and answers explain and constitute DepotDirect.
| 1. | What is DepotDirect? |
DepotDirect is a convenient and low-cost stock purchase program available for new investors to
make an initial investment in Home Depot common stock and for existing investors to increase their
holdings. Participants in the program will have their dividends automatically reinvested in Home
Depot common stock. Participants may also elect to make optional cash investments through the
Program Administrator, Computershare Trust Company, N.A.
Participation in DepotDirect is voluntary and we give no advice regarding your decision to
join the program. However, if you decide to participate, an enrollment form and reply envelope are
enclosed for your convenience. In addition, enrollment forms are also available, and may be
completed, online. You can access these services through the shareholder services section of Home
Depot’s website, www.homedepot.com, or at Computershare’s website, www.computershare.com/equiserve.
| 2. | What options are available under the program? |
DepotDirect allows participants to:
| • | Make initial investments in Home Depot common stock through the program; | ||
| • | Have their common stock dividends automatically reinvested in additional shares of Home Depot common stock; and | ||
| • | Make additional cash investments in Home Depot common stock, including the option to make automatic monthly purchases by authorizing deductions from a designated checking or savings account. |
Please refer to Question 8 for details on fees to be paid by participants, to Question 9 for
additional information regarding dividend payment options and Question 10 for further information
regarding the methods of making additional cash investments.
Please retain all transaction statements for your records. The statements contain important
tax and other information.
| 3. | Who is eligible to participate in DepotDirect? |
All U.S. citizens are eligible to participate in DepotDirect, whether or not they are
currently shareholders of Home Depot.
| 4. | Can non-U.S. citizens participate in DepotDirect? |
Yes. If you are not a U.S. citizen, you can participate in DepotDirect, provided there are no
laws or governmental regulations that would prohibit you from participating or laws or governmental
regulations that would
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affect the terms of the program. Home Depot reserves the right to terminate the participation
of any shareholder if it deems it advisable under any foreign laws or regulations.
| 5. | How does a Home Depot shareholder enroll in DepotDirect? |
If you are already a Home Depot shareholder of record (that is, if you own shares that are
registered in your name, not your broker’s), you may join the program by accessing and completing
an enrollment form online, calling Computershare directly at 1-800-577-0177 or completing and
returning the enclosed enrollment form. See Question 12 for further information regarding online
services.
| 6. | I already own shares, but they are held by my bank or broker and registered in “street name.” How can I participate in the program? |
If your shares of Home Depot common stock are registered in the name of a bank, broker or
other nominee, you must arrange for that bank, broker or nominee to register at least one share
directly in your name in order to be eligible to participate. Once shares are registered in your
name, you can enroll in DepotDirect as described in Question 5. Please note that enrollment will
only apply to the number of shares registered in your name. Alternatively, you may enroll in the
program in the same manner as someone who is not currently a Home Depot shareholder, as described
in Question 7.
| 7. | I am not currently a Home Depot shareholder. How do I enroll in the program? |
If you do not currently own any Home Depot common stock and you wish to become a shareholder
and a participant in DepotDirect, you may join the program by using one of the following methods.
Internet
Go to www.computershare.com/equiserve and follow the instructions provided for opening a Home
Depot shareholder account. You will be asked to complete an online enrollment form and to submit
an initial investment. To make your initial investment, you may (a) authorize a one-time deduction
from your U.S. bank account for at least $500 up to a maximum of $250,000, or (b) establish an
automatic monthly deduction from your U.S. bank account for a minimum of $50 for at least 10
consecutive months.
Mail
Complete the enclosed enrollment form and return it, along with your initial investment, to
the address provided. To make your initial investment, you may (a) enclose a check for a minimum
of $500 up to a maximum of $250,000, made payable to “Computershare – Home Depot”, or (b) authorize
an automatic monthly deduction from your U.S. bank account for a minimum of $50 for at least 10
consecutive months (an automatic investment application is provided on the reverse side of the
enrollment form).
All money must be in U.S. funds and drawn on a U.S. bank. Cash, money orders, traveler’s
checks and third party checks will not be accepted.
Additional enrollment materials can be obtained by calling 1-877-437-4273. Please note that a
one-time initial investment fee of $5 will be deducted from your initial investment amount. See
Question 8 in this prospectus for a complete summary of the fees associated with the program.
| 8. | Are there fees associated with participation? |
Computershare will deduct a service charge for each transaction made for you, whether the
transaction is a reinvestment of dividends, a purchase of shares or a sale of shares held through
DepotDirect. For subsequent purchases and dividend reinvestments, that service charge is 5% of the
amount of your investment, up to a maximum of $2.50 per transaction. In addition, you will be
charged your proportionate share of processing fees on each purchase transaction. Such fees
include the applicable brokerage commissions Computershare is required to
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pay. Your share of brokerage commissions on small transactions may be less than usual since
Computershare will buy or sell shares in volume for all participants and that commission savings
will be passed on to each participant.
If you ask Computershare to sell some or all of your shares, you will be charged an
administrative service charge of $10, plus your share of processing fees which include the
applicable brokerage commissions Computershare is required to pay.
The fees associated with enrollment and participation in the program are summarized in the
chart below:
Costs to the Participant
| Processing Fees | ||||||||
| (including brokerage | ||||||||
| One Time Fee | Service Charge | commissions) | ||||||
Initial Investment Fee for First- Time Investors |
$5, deducted directly from the initial investment received |
None | Historically, $0.05 per share | |||||
Subsequent Purchases and Dividend Reinvestments |
None | 5% of investment, up to a maximum of $2.50 |
Historically, $0.05 per share | |||||
Sales
|
None | $ | 10 | Historically, $0.15 per share | ||||
Insufficient Funds
|
$25, see Question 17 for more information |
None | None | |||||
These fees are subject to change at any time upon written notification to you. Any change in
fees applies to all transactions in your program account that occur after the effective date of the
change.
| 9. | What are the dividend payment options? |
Investors electing to participate in DepotDirect on or after February 1, 2006 will be
automatically enrolled in full dividend reinvestment. In full dividend reinvestment, Computershare
will apply all of your dividends on Home Depot common stock, less any applicable withholding taxes,
toward the purchase of more shares of Home Depot common stock.
Computershare will begin to reinvest your dividends automatically on the next dividend payable
date after Computershare receives your fully completed enrollment form and initial investment. If
your completed enrollment form and initial investment arrive after the record date, reinvestment
may not begin until the following dividend.
Investors who were program participants prior to February 1, 2006 will maintain their then current
dividend reinvestment option. Program participants that previously elected not to have their
dividends automatically reinvested may elect to begin having their dividends automatically
reinvested at any time by completing and submitting a new enrollment form online or through the
mail, or by contacting Computershare directly at 1-800-577-0177. Program participants whose
dividends are currently automatically reinvested may not elect to receive their dividends in cash.
If you notify Computershare of your election to automatically reinvest your dividends after the
record date, reinvestment may not begin until the following dividend. See Question 26 for further
information about changing your dividend reinvestment option.
| 10. | How do I make an additional investment? |
You may make optional cash investments by choosing among the following three options:
| • | Check Investment. You may make optional cash investments in Home Depot common stock by sending to Computershare, the Program Administrator, a check for the purchase of additional shares. The check must be made payable to “Computershare – Home Depot”, drawn on a U.S. bank and payable in U.S. dollars. If you are not in the United States, contact your bank to verify that they can |
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| provide you with a check that clears through a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to accept checks clearing through non-U.S. banks. All checks should be sent to Computershare at the address listed on the tear-off form attached to each statement you receive, or, if making an investment when enrolling, with the enrollment form to the address provided in Question 27. Computershare will not accept cash or third party checks. |
| • | Automatic Investment from a Bank Account. You may elect to have funds automatically withdrawn every month from your checking or savings account at a qualified financial institution. You may elect the automatic cash withdrawal option online at www.computershare.com/equiserve or by completing and returning an automatic debit enrollment form, along with a voided blank check or a checking or savings account deposit slip. Please allow 4 to 6 weeks for the first investment to be initiated. |
Once initiated, automatic monthly deductions will continue at the level you set until
you change your instruction by notifying Computershare. You may change the amount of money
or terminate the automatic monthly withdrawal of funds by going to
www.computershare.com/equiserve, calling Computershare directly at 1-800-577-0177 or by
completing and submitting a new automatic debit enrollment form. To be effective for a
particular month, Computershare must receive your request at least seven business days prior
to the applicable debit date.
| • | Online Investments. You may make optional cash investments online through the shareholder services section of Home Depot’s website, www.homedepot.com, or at Computershare’s website, www.computershare.com/equiserve. In order to purchase shares online, you must authorize the withdrawal of funds from your bank account. |
See Question 14 for information regarding investment dates.
| 11. | What are the minimum and maximum amounts for optional cash investments? |
In addition to increasing your holdings of Home Depot common stock through the reinvestment of
dividends, you may make optional cash investments in Home Depot common stock. Each additional
investment must be for a minimum of $50, subject to a maximum of $250,000 per year. Whether
participating through the use of a personal check, through the online investment feature or through
automatic monthly investments, the $50 minimum and $250,000 annual maximum apply.
If you are not a registered shareholder and are a first-time investor in DepotDirect, your
initial investment must be for at least $500 and cannot exceed the $250,000 annual maximum.
For purposes of applying the $250,000 annual maximum, Computershare will combine all
investments, including initial and additional optional cash and automatic monthly deductions, but
will exclude dividend reinvestments. All optional cash must be payable in U.S. dollars and drawn
on a U.S. bank.
| 12. | What transactions can I conduct through Computershare’s online services? |
Computershare offers you a convenient way to invest in Home Depot common stock completely
online, without having to send in any forms or checks by mail. Through Computershare’s online
services, you may:
| • | Enroll in DepotDirect; | ||
| • | Authorize a one-time withdrawal of funds from your U.S. bank account to make your initial investment or to purchase additional shares of Home Depot common stock; | ||
| • | Establish automatic monthly investments; | ||
| • | Change your dividend reinvestment election; |
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| • | Review your transaction history and position summary; | ||
| • | Change or terminate automatic monthly investments; | ||
| • | Request certificates; | ||
| • | Arrange for online sales of some or all of your shares; | ||
| • | Download enrollment and other forms; | ||
| • | Update personal information; | ||
| • | Receive transaction confirmations via email; and | ||
| • | Arrange to receive Home Depot annual reports and other materials over the Internet. |
You can access these services through the shareholder services section of Home Depot’s
website, www.homedepot.com, or at Computershare’s website, www.computershare.com/equiserve.
Participation in DepotDirect through the Internet is entirely voluntary.
If you are currently a Home Depot shareholder, you will need your account number, social
security number and password to access your account online.
| 13. | What is the source of Home Depot common stock purchased through the program? |
Shares are usually purchased in the open market through a registered broker-dealer; however,
at Home Depot’s option, newly issued or treasury shares may be purchased directly from Home Depot.
Share purchases in the open market may be made on any stock exchange where Home Depot common stock
is traded or by negotiated transactions on such terms as Computershare may reasonably determine.
Neither Home Depot nor any participant will have any authority or power to direct the date, time or
price at which shares may be purchased by Computershare and no one, other than Computershare, may
select the broker or dealer through or from whom purchases are to be made.
| 14. | When will shares be purchased under the program? |
General. Computershare will attempt to buy Home Depot common stock in the open market through
a registered broker-dealer at least twice each week, typically each Tuesday and Thursday.
| • | If you are investing by mail, Computershare must receive your physical check at least two business days prior to an investment date. Optional cash investments not received before the applicable investment date deadline will be applied to purchase shares on the following investment date. | ||
| • | If you are investing online, please refer to your confirmation page for the estimated debit and investment date for your one-time deduction. |
Computershare will commingle all funds received from participants. If the Tuesday or Thursday
is not a day on which the New York Stock Exchange is open, then the investment will occur on the
next business day. Once you have placed your order, you may not request a cash refund or otherwise
change your order. No interest will be paid on funds pending investment held by Computershare.
Automatic Monthly Withdrawals. If you elect to make monthly investments through automatic
withdrawals from your bank account, those investments will be made only on the last Thursday of
each month. If the last Thursday of a month is not a day on which the New York Stock Exchange is
open, then the investment will occur the following business day. Your account will be debited two
business days prior to the investment date. For
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example, assuming that each day in this example is a business day, if the last day of the
month is Friday, the 30th, your account would be debited on Tuesday, the 27th, for an investment on
Thursday, the 29th.
Dividend Reinvestments. Computershare will combine the dividend funds of all program
participants whose dividends are automatically reinvested and will generally invest such dividend
funds on the dividend payment date (and any succeeding trading days necessary to complete the
order). If the dividend payment date falls on a day the New York Stock Exchange is not open, then
the investment will occur on the next business day. In addition, if the dividend is payable on a
day that cash is to be invested, dividend funds may be commingled with any pending cash investments
and a combined order may be executed.
| 15. | At what price will shares be purchased? |
If shares are acquired in the open market, the purchase price will be the weighted average
price per share for all shares purchased under the program for a given investment, whether
purchased with optional cash investments, dividends or both. In some instances, filling a purchase
order may require the execution of multiple trades in the market and may take more than one trading
day to complete.
If shares are acquired directly from Home Depot, the purchase price will be the average of the
high and low prices of Home Depot common stock on a given investment date (based on the New York
Stock Exchange Composite Transaction Listing).
Home Depot expects that shares will be purchased in the open market.
| 16. | Will fractional shares be purchased? |
If any dividend or optional cash investment is not sufficient to purchase a whole share of
Home Depot common stock, a fractional share equivalent will be credited to your account. Dividends
will be paid on the fraction and will be reinvested or paid in cash in accordance with your
standing instructions.
| 17. | How are payments with “insufficient funds” handled? |
In the event that any check or other deposit is returned unpaid for any reason or your
predesignated bank account does not have sufficient funds for an automatic debit, Computershare
will consider the request for investment of that purchase null and void. Computershare will
immediately remove from your account any shares already purchased in anticipation of receiving
those funds and will sell such shares. If the net proceeds from the sale of those shares are
insufficient to satisfy the balance of the uncollected amounts, Computershare may sell additional
shares from your account as necessary to satisfy the uncollected balance. There is a $25 charge
for any check or other deposit that is returned unpaid by your bank. This fee will be collected by
Computershare through the sale of the number of shares from your DepotDirect account necessary to
satisfy the fee.
| 18. | Will interest be paid on DepotDirect accounts? |
No. Interest will not be paid on amounts held pending investment.
| 19. | Who will hold the additional shares purchased through DepotDirect? |
Shares purchased through DepotDirect are held in safekeeping in book-entry form on
Computershare’s records. The number of shares (including fractional interests) held for each
participant will be shown on each account statement. Keeping shares in book-entry form protects
against certificate loss, theft and destruction.
| 20. | How may I receive a stock certificate? |
You may obtain a certificate (at no cost) for some or all of your whole shares at any time by
requesting Computershare to withdraw shares from your DepotDirect account. You may make such a
request by going to
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www.computershare.com/equiserve, calling Computershare directly at 1-800-577-0177 or by using
the tear-off form attached to the account statement.
Certificates are normally issued to participants within five business days after receipt of
the request. Issuing a certificate for shares held in your DepotDirect account does not affect
the automatic reinvestment of your dividends unless you withdraw all of the shares held in your
DepotDirect account. Please refer to Question 26 for instructions on closing your DepotDirect
account. No certificates will be issued for fractional shares of common stock; instead, the then
current market value of any fractional share sold, less any processing fee, will be paid in cash.
| 21. | How do I replace a lost, stolen or destroyed stock certificate? |
If your stock certificate is lost, stolen or destroyed, you should notify Computershare
immediately so that a stop transfer can be placed on the certificate. You should provide as much
specific information about the certificate in question as possible in order to assist Computershare
in identifying which certificate to place a stop against (ex. certificate number, number of
shares, date issued, etc.). Computershare will send you the forms necessary for issuing a
replacement certificate. Please note that there is a premium of approximately 3% of the market
value of the shares (minimum of $20.00) charged to purchase the replacement indemnity bond.
| 22. | May I add my certificate shares of Home Depot common stock to my program account for safekeeping? |
At the time of enrollment in the program or at any later time, you may use the program’s share
certificate safekeeping service to deposit with Computershare any Home Depot common stock
certificates in your possession and registered in your name. To combine shares held in certificate
form with shares held through your DepotDirect account, you must complete the tear-off section of
the account statement and submit it, or a letter of instruction, with your certificates to
Computershare at the address provided in Question 27. You should not sign the certificate(s) or
complete the assignment section. There is no charge for this service. Since you bear the risk of
loss in transit, you should send your stock certificates by registered mail, return receipt
requested and insured for 3% of the market value, or by some other form of traceable delivery.
Shares held through your DepotDirect account will be protected against certificate loss, theft
and damage.
| 23. | How may I sell shares I hold through the program? |
You can sell some or all of the shares held in your DepotDirect account by contacting
Computershare. If the dollar value of the sale is expected to be equal to or less than $100,000,
you may contact Computershare online at www.computershare.com/equiserve or you may call
Computershare directly at 1-800-577-0177. If the dollar value of the sale is expected to exceed
$100,000, you must submit your request in writing. You can do this by completing and submitting
the tear-off portion of the account statement. In addition, you must submit a written request to
sell shares if you have changed your address within 30 days of the sale request. Computershare
will cause your shares to be sold on the open market within five business days of receipt of your
request. Computershare may combine your shares to be sold with those of other program participants
selling shares at the same time. The sales price per share will be the weighted average price per
share received by Computershare for all sales made for that day (and any succeeding days necessary
to complete the sale order). Once sold, Computershare will send you the proceeds, less a service
charge of $10 and applicable processing fees. Proceeds are normally paid by check, which are
distributed within 24 hours after your sale transaction has settled.
Computershare reserves the right to decline to process a sale if it determines, in its sole
discretion, that supporting legal documentation is required. In addition, no one will have any
authority or power to direct the time or price at which shares for the program are sold and no one,
other than Computershare, will select the broker(s) or dealer(s) through or from whom sales are to
be made.
You should be aware that the price of Home Depot common stock may rise or fall during the
period between a request for sale, its receipt by Computershare and the ultimate sale on the open
market. Instructions sent
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to Computershare to sell shares are binding and may not be rescinded. If you prefer to have
complete control as to the exact timing and sales prices, you can transfer the shares to a broker
of your own choosing and sell them through that broker.
| 24. | Can I transfer shares that I hold in the program to someone else? |
Yes. You may transfer ownership of some or all of your shares held through DepotDirect. You
may call Computershare at 1-800-577-0177 for complete transfer instructions or go to
www.computershare.com/equiserve to download the appropriate materials. You will be asked to send
Computershare written transfer instructions and your signature must be “Medallion Guaranteed” by a
financial institution. Most banks and brokers participate in the Medallion Guarantee Program. The
Medallion Guarantee Program ensures that the individual signing is in fact the owner of the shares
to be transferred. A notary is not sufficient.
You may transfer shares to new or existing Home Depot shareholders. However, a new
DepotDirect account will not be opened for a transferee as a result of a transfer of less than one
full share.
| 25. | I’ve just moved. How can I request a change of address or update other personal data? |
It is important that our records contain your most up-to-date personal data. If you need to
request a change of address or update other personal data, please call Computershare at
1-800-577-0177 or write to them at the address provided in Question 27. You can also update your
personal data through Computershare’s online services at www.computershare.com/equiserve.
| 26. | How may I modify or close my DepotDirect account? |
| • | Changing your reinvestment option to “Reinvest All Your Dividends.” |
Program participants who previously elected not to reinvest their dividends may elect to begin
reinvestment at any time. Such requests can be made online, over the telephone or in writing. By
changing your option, Computershare will apply all of your dividends on Home Depot common stock
toward the purchase of more shares of Home Depot common stock. In order to be effective for a
particular dividend, Computershare must receive your request on or prior to the record date
associated with such dividend. If your request is received after the record date, your dividend
will not be reinvested. Instead, you will either receive your dividend by check or by a direct
deposit into your bank account consistent with your previous election. Your election to fully
reinvest your dividend will be effective for each dividend subsequently declared. Record dates are
usually 10 business days prior to dividend payment dates.
| • | Closing your DepotDirect account. |
You may close your DepotDirect account by:
| (a) | Requesting Computershare to move your whole shares in book-entry form into the Direct Registration System, or DRS. The DRS allows you to maintain your whole shares in book-entry form on the records of Home Depot. Shares held in book-entry have all the traditional rights and privileges as shares held in certificate form. If you move all of your shares into DRS, no fractional shares will be moved into DRS. Instead, a check will be issued for the then current market value of any fractional share, less any applicable processing fees. | ||
| (b) | Requesting Computershare to issue a stock certificate for all of your whole shares and a check for the value of any fractional share. | ||
| (c) | Requesting Computershare to sell the shares held in your program account on the open market and remit you a check for the proceeds for all full and fractional shares, less a service charge of $10 and applicable processing fees. See Question 23 for additional information on sales. |
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In order to be effective for a particular dividend, Computershare must receive a request to
close your DepotDirect account at least five business days prior to the dividend payment date.
| 27. | Who administers DepotDirect? How do I contact them? |
Computershare Trust Company, N.A. is the Program Administrator. Computershare Shareholder
Services, Inc. acts as service agent for Computershare Trust Company, N.A. Computershare directs
the purchase of Home Depot common stock acquired under DepotDirect, holds such shares of common
stock, keeps records, sends statements of account activity to participants and performs other
related duties.
You may contact Computershare by:
| • | Internet: www.computershare.com/equiserve | ||
| • | Telephone: 1-800-577-0177 | ||
| • | Mail: DepotDirect c/o Computershare P.O. Box 43016 Providence, RI 02940-3016 |
Customer service representatives are available between the hours of 9:00 A.M. and 5:00 P.M.
Eastern Time, Monday through Friday.
| 28. | What reports will I receive? |
Easy to read statements of your calendar year-to-date account activity will be sent to you
promptly after the settlement of each transaction, which will simplify your record keeping. Each
statement will show the amount invested, the purchase or sale price, the number of shares purchased
or sold and the applicable service charges, as well as any activity associated with share deposits,
transfers or withdrawals. These statements are a record of your program account activity and
identify your cumulative share position. Please notify Computershare promptly if your address
changes.
In addition, you will receive copies of the same communications sent to all other holders of
Home Depot common stock, such as annual reports and proxy statements. You will also receive any
Internal Revenue Service information returns, if required. If you prefer, you may consent to
receive Home Depot materials electronically over the Internet. Instead of receiving materials by
mail, you will receive an electronic notice to the e-mail address of record, notifying you of the
availability of Home Depot materials and instructing you on how to view and act on them. In
addition, you can review your current account status, program options and transaction history
online at any time at www.computershare.com/equiserve.
Please retain all transaction statements for tax purposes as there may be a fee for
reconstructing past history.
| 29. | What if Home Depot issues a stock dividend or declares a stock split or rights offering? |
Any stock dividends or split shares of common stock distributed by Home Depot to you will be
based on both the shares of common stock registered in your name in certificate form and the shares
(whole and fractional) credited to your program account. Such stock dividend or stock split shares
will be added to your DepotDirect account in book-entry form. You will receive a statement
indicating the number of shares or dividends earned as a result of the transaction. In the event
of a rights offering, you will receive rights based upon the total number of whole shares you own,
whether the shares are held in the form of a physical certificate or held in a DepotDirect account.
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| 30. | How do I vote my DepotDirect shares at shareholders’ meetings? |
In connection with any meeting of Home Depot shareholders, you will receive proxy materials
either online or by mail based on your preference. Such material will include a proxy card
representing both the shares for which you hold physical certificates and the shares held in your
DepotDirect account. Those shares will only be voted as you indicate on your executed proxy
whether submitted by telephone, online or through the mail. Fractional shares will be voted. If
you sign and return the proxy card and no voting instructions are given with respect to any item on
the proxy card, all of your shares will be voted in accordance with the recommendations of Home
Depot’s management. This is the same procedure that is followed for all other shareholders who
return signed proxy cards and do not provide instructions. If you do not return the proxy card, or
if you do not sign it, none of your shares will be voted.
As an alternative to returning your proxy card, you may also vote all of your shares in person
at the shareholders’ meeting.
| 31. | Can the program be changed? |
Home Depot and Computershare may suspend, modify or terminate the program at any time. All
participants will receive notice of any such suspension, modification or termination. Amendments
may include an appointment by Home Depot of a successor program administrator, who will have full
power and authority to deliver services pursuant to the program or any separate, replacement
service program. If DepotDirect is terminated, whole shares will continue to be held in book-entry
form in your program account or distributed in certificate form at the sole discretion of Home
Depot. A cash payment will be made for any fraction of a share.
Computershare also may terminate your DepotDirect account if you do not own at least one whole
share. In the event your DepotDirect account is terminated for this reason, a check for the cash
value of the fractional share will be sent to you and your account will be closed.
| 32. | What are the responsibilities of Home Depot and Computershare under DepotDirect? |
Neither Home Depot nor Computershare will be liable for any act or omission to act, which was
done in good faith, including any claim of liability (1) arising out of the failure to cease
reinvestment of dividends for a participant’s account upon the participant’s death prior to receipt
of notice in writing of the death along with a request to cease dividend reinvestment participation
from a qualified representative of the deceased, and (2) with respect to the prices or times at
which shares are purchased or sold for you. Computershare will have no liability for failed
executions due to reasons beyond Computershare’s control.
You should recognize that neither Home Depot nor Computershare can assure you of a profit or
protect you against a loss on shares purchased through DepotDirect. You must make independent
investment and participation decisions based on your own judgment and research as you alone bear
the risk of fluctuations in the market value of Home Depot common stock. You bear the risk of loss
in value and you enjoy the benefits of gains from market price changes with respect to all of your
shares.
Although Home Depot currently contemplates the continuation of quarterly dividends, the
payment of dividends is subject to the discretion of Home Depot’s Board of Directors and will
depend upon future earnings, the financial condition of Home Depot and other factors.
Additionally, dividends may increase and decrease.
| 33. | What are the federal income tax consequences of participating in the program? |
Participants in the program are advised to consult their own tax advisors with respect to the
tax consequences of participation in DepotDirect (including federal, state, local and other tax
laws and U.S. tax withholding laws) applicable to their particular situations.
Cash dividends reinvested under the program will be taxable for U.S. federal income tax
purposes as having been received by you even though you have not actually received them in cash.
The total amount of
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dividends paid to you during the year, whether or not they are reinvested, will be reported to
you and the U.S. Internal Revenue Service shortly after the close of each year.
You will not realize gain or loss for U.S. federal income tax purposes upon a transfer of
shares to your DepotDirect account or the withdrawal of whole shares from your account. You will,
however, generally realize gain or loss upon the receipt of cash for fractional shares held in the
program. You will also realize gain or loss when shares are sold. The amount of gain or loss will
be the difference between the amount that you receive for the shares sold and your tax basis in the
shares. Your tax basis will generally equal the amount you paid for the shares (i.e., the optional
cash investment and/or cash dividend plus any service charges and processing fees paid by you). In
order to determine the tax basis for shares in your account, you should retain all account
transaction statements.
Program participants who are non-resident aliens or non-U.S. corporations, partnerships or
other entities generally are subject to a withholding tax on dividends paid on shares held in the
program. Where applicable, this withholding tax generally is imposed at the rate of 30%, but this
rate may be reduced by treaty between the U.S. and the country in which the participant resides.
Any amount withheld will reduce the amount of dividends that will be reinvested on your behalf.
Dividends paid on shares, and the proceeds of any sale of shares, in DepotDirect accounts may
be subject to “the backup withholding” provisions of the Internal Revenue Code. If you fail to
furnish a properly completed Form W-9 or its equivalent, unless you are exempt from the withholding
requirements described in Section 3406 of the Internal Revenue Code, then Computershare must
withhold 28% (or the current backup withholding rate) from the amount of dividends, the proceeds of
the sale of a fractional share and the proceeds of any sale of whole shares. In the event that you
are subject to backup withholding, the amount of dividends that will be reinvested on your behalf
will be reduced by the amount of such backup withholding.
WHERE YOU CAN FIND MORE INFORMATION
Home Depot files annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. Our SEC filings are available to the public over the
Internet at the SEC’s web site at http://www.sec.gov and may also be accessed through our website
at http://www.homedepot.com. You may also read and copy any document we file with the SEC at the
SEC’s following public reference facilities:
| Public Reference Room 100 F Street, N.E. Room 1580 Washington, D.C. 20549 |
New York Regional Office 233 Broadway New York, New York 10279 |
Chicago Regional Office Citicorp Center 500 West Madison Street Suite 1400 Chicago, Illinois 60661-2511 |
You may also obtain copies of the documents at prescribed rates by writing to the Public
Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call
1-800-SEC-0330 for further information on the operations of the public reference facilities. Our
SEC filings are also available at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This prospectus constitutes part of a registration statement on Form S-3 filed by Home Depot
under the Securities Act of 1933. As allowed by SEC rules, this prospectus does not contain all
the information you can find in the registration statement or the exhibits to the registration
statement.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to “incorporate by reference” in this prospectus the information we file
with the SEC, which means:
| • | incorporated documents are considered part of this prospectus; | ||
| • | we can disclose important information to you by referring you to those documents; and |
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| • | information that we file with the SEC will automatically update and supersede the information in this prospectus and any information that was previously incorporated. |
We incorporate by reference the documents listed below which were filed with the SEC under the
Securities Exchange Act of 1934:
| (1) | our Annual Report on Form 10-K for the year ended January 30, 2005, filed April 11, 2005; | ||
| (2) | our Quarterly Report on Form 10-Q for the quarter ended May 1, 2005, filed June 2, 2005; | ||
| (3) | our Quarterly Report on Form 10-Q for the quarter ended July 31, 2005, filed September 1, 2005; | ||
| (4) | our Quarterly Report on Form 10-Q for the quarter ended October 30, 2005, filed December 1, 2005; | ||
| (5) | our Current Reports on Form 8-K filed February 1, 2005, February 24, 2005, March 23, 2005, May 17, 2005, May 27, 2005, June 3, 2005, July 29, 2005, August 19, 2005, September 14, 2005, November 22, 2005, December 16, 2005 and February 3, 2006; and | ||
| (6) | the section entitled “Description of Common Stock” in our Form 8-A, filed on August 24, 1981. |
We also incorporate by reference each of the following documents that we will file with the
SEC after the date of this prospectus and prior to the time we sell all of the shares of common
stock offered by this prospectus:
| • | reports filed under Section 13(a) and (c) of the Exchange Act; | ||
| • | definitive proxy or information statements filed under Section 14 of the Exchange Act in connection with any subsequent shareholders’ meeting; and | ||
| • | any reports filed under Section 15(d) of the Exchange Act. |
Please note that we will not incorporate by reference into this prospectus any information furnished to the SEC after the date of this prospectus.
You can obtain any of the filings incorporated by reference in this document through us, or
from the SEC through the SEC’s web site or at the addresses listed above. Documents incorporated
by reference are available from us without charge, excluding any exhibits to those documents unless
the exhibit is specifically incorporated by reference as an exhibit in this prospectus. You can
obtain documents incorporated by reference in this prospectus by requesting them in writing or by
telephone from us at the following address:
The Home Depot, Inc.
2455 Paces Ferry Road, N.W.
Atlanta, Georgia 30339-4024
Attention: Investor Relations
Telephone: 770-384-4388
2455 Paces Ferry Road, N.W.
Atlanta, Georgia 30339-4024
Attention: Investor Relations
Telephone: 770-384-4388
USE OF PROCEEDS
Home Depot will receive proceeds from the purchase of common stock through DepotDirect only to
the extent that such purchases are made directly from Home Depot, and not from open market
purchases by Computershare. Any proceeds received by us (which cannot be estimated), will be used
for general corporate purposes.
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LEGAL OPINIONS
Jonathan M. Gottsegen, Director, Corporate and Securities Practice Group of The Home Depot,
Inc. will pass on the legality of the shares of common stock described in this prospectus. Mr.
Gottsegen is a full-time employee of The Home Depot and participates in various employee stock-based benefit
plans.
EXPERTS
The consolidated financial statements of The Home Depot, Inc. as of January 30, 2005 and February
1, 2004, and for each of the years in the three-year period ended January 30, 2005, and
management’s assessment of the effectiveness of internal control
over financial reporting (which is included in Management’s Report on Internal Control
over Financial Reporting) as of
January 30, 2005 have been incorporated by reference herein and in the registration
statement in reliance on the reports of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein and upon the authority of that firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the approximate amount of fees and expenses payable by the
Registrant in connection with the issuance and distribution of the securities registered hereby.
All of the amounts shown are estimates except the SEC registration fee.
SEC registration fee |
$ | 27,284 | ||
Accountant’s Fees and Expenses |
7,500 | |||
Attorneys’ Fees and Expenses |
20,000 | |||
Printing and engraving expenses |
13,500 | |||
Miscellaneous |
— | |||
Total |
$ | 68,284 | ||
Item 15. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the Registrant’s Restated
Certificate of Incorporation, the Registrant’s Restated By-Laws and the section of the Delaware
General Corporation Law referred to below.
Article Ninth of the Registrant’s Restated Certificate of Incorporation provides that to the
fullest extent permitted by Delaware law, no director of the Registrant shall be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal benefit.
Article V of the Registrant’s Restated By-Laws provides that to the fullest extent permitted
by Delaware law, each former, present or future director, officer, employee or agent of the
Registrant, and each person who may serve at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise
shall be indemnified by the Registrant in all events to the fullest extent and in the manner
permitted by the laws of the State of Delaware then in effect.
Section 145 of the Delaware General Corporation Law generally provides that all directors and
officers (as well as other employees and individuals) may be indemnified against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with
certain specified actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation, or a derivative action),
if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in
the case of derivative actions, except that indemnification extends or settlement of an action, and
the Delaware General Corporation Law requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable to the corporation.
Section 145 of the Delaware General Corporation Law also provides that the rights conferred thereby
are not exclusive of any other right to which any person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, and permits a corporation
to advance expenses to or on behalf of a person entitled to be indemnified upon receipt of an
undertaking to repay the amounts advanced if it is determined that the person is not entitled to be
indemnified.
In addition, the Registrant maintains officers’ and directors’ liability insurance for the
benefit of its officers and directors.
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Item 16. Exhibits.
The following is a list of all exhibits filed as a part of this registration statement on Form
S–3.
| Exhibit | ||
| Number | Description of Exhibits | |
5.1
|
Opinion of Jonathan M. Gottsegen, Director, Corporate and Securities Practice Group of The Home Depot, Inc. | |
23.1
|
Consent of KPMG LLP, independent registered public accountants | |
23.2
|
Consent of Jonathan M. Gottsegen, Director, Corporate and Securities Practice Group of The Home Depot, Inc. (included in Exhibit 5.1) | |
24.1
|
Powers of Attorney (included in the signature pages hereto) |
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of debt securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not
apply if the registration statement is on Form S-3 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement;
(2) That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering;
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(4) That, for the purpose of determining liability under the Securities Act of 1933 to
any purchaser, if the Registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness;
provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior
to such date of first use; and
(5) That, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S–3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on February 13, 2006.
| THE HOME DEPOT, INC. | ||||||
| By: | /s/ Frank L. Fernandez |
|||||
| Name: Frank L. Fernandez | ||||||
| Title: Executive Vice President, Secretary | ||||||
| and General Counsel | ||||||
Each person whose signature appears below hereby authorizes and appoints Frank L. Fernandez
and Carol B. Tomé, and either of them, with full power of substitution and resubstitution, as the
true and lawful attorney-in-fact, to sign and file with the Securities and Exchange Commission on
his behalf, individually and in all capacities, all amendments and post-effective amendments to
this registration statement, with exhibits thereto, and other documents in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Robert L. Nardelli
|
Chairman, President & CEO (Principal Executive | February 13, 2006 | ||
Robert L. Nardelli
|
Officer) | |||
/s/ Carol B. Tomé
|
Executive Vice President and Chief Financial | February 13, 2006 | ||
Carol B. Tomé
|
Officer (Principal Financial Officer and Principal | |||
| Accounting Officer) | ||||
/s/ Gregory D. Brenneman
|
Director | February 13, 2006 | ||
Gregory D. Brenneman |
||||
| Director | February 13, 2006 | |||
Richard H. Brown |
||||
/s/ John L. Clendenin
|
Director | February 13, 2006 | ||
John L. Clendenin |
||||
/s/ Claudio X. Gonzalez
|
Director | February 13, 2006 | ||
Claudio X. Gonzalez |
||||
/s/ Milledge A. Hart, III
|
Director | February 13, 2006 | ||
Milledge A. Hart, III |
II-4
Table of Contents
| Signature | Title | Date | ||
/s/ Bonnie G. Hill
|
Director | February 13, 2006 | ||
Bonnie G. Hill |
||||
/s/ Laban P. Jackson, Jr.
|
Director | February 13, 2006 | ||
Laban P. Jackson, Jr. |
||||
/s/ Lawrence R. Johnston
|
Director | February 13, 2006 | ||
Lawrence R. Johnston |
||||
/s/ Kenneth G. Langone
|
Director | February 13, 2006 | ||
Kenneth G. Langone |
||||
/s/ Angelo R. Mozilo
|
Director | February 13, 2006 | ||
Angelo R. Mozilo |
||||
/s/ Thomas J. Ridge
|
Director | February 13, 2006 | ||
Thomas J. Ridge |
II-5
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Exhibits | |
5.1
|
Opinion of Jonathan M. Gottsegen, Director, Corporate and Securities Practice Group of The Home Depot, Inc. | |
23.1
|
Consent of KPMG LLP, independent registered public accountants | |
23.2
|
Consent of Jonathan M. Gottsegen, Director, Corporate and Securities Practice Group of The Home Depot, Inc. (included in Exhibit 5.1) | |
24.1
|
Powers of Attorney (included in the signature pages hereto) |
II-6