EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
THE HOME DEPOT, INC.
OFFER TO EXCHANGE
$500,000,000
5 3/8% NOTES DUE APRIL 1, 2006
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
FOR $500,000,000 OUTSTANDING UNREGISTERED
5 3/8% NOTES DUE APRIL 1, 2006
This form or one substantially equivalent hereto must be used to accept the
offer to exchange (the "Exchange Offer") of The Home Depot, Inc., a Delaware
corporation (the "Company"), made pursuant to the Prospectus, dated ,
2001 (the "Prospectus"), if certificates for the outstanding 5 3/8% Notes Due
April 1, 2006 of the Company (the "Old Notes") are not readily available or if
the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach The Bank of New York, as
Trustee (the "Exchange Agent") on or prior to 5:00 p.m., New York City time, on
the Expiration Date (as defined below) of the Exchange Offer. This Notice of
Guaranteed Delivery may be delivered or transmitted by telegram, telex,
facsimile transmission, mail or hand delivery to the Exchange Agent as set forth
below. See "The Exchange Offer -- Procedures for Tendering" in the Prospectus.
Capitalized terms used herein but not defined herein have the respective
meanings given to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2001 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION
DATE"). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA TELEGRAM,
TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Old Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
Signature(s) of Owner(s) or
Authorized Signatory:
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Principal Amount of Old Notes Tendered:*
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Certificate No(s). of Old Notes (if available)
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Date:
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Name(s) of Holder(s):
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Address:
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Area Code and Telephone No.:
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If Old Notes will be delivered by book-entry transfer at The Depository Trust
Company, insert Depository Account No.:
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* Must be in denominations of principal amount of $1,000.00 and any integral
multiple thereof.
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PLEASE SIGN AND COMPLETE
This Notice of Guaranteed Delivery must be signed by the holder(s) of
Old Notes exactly as its (their) name(s) appear on certificates for Old
Notes or on a security position listing as the owner of Old Notes, or by
person(s) authorized to become holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person
must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
NAME(S)
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CAPACITY:
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ADDRESS(ES):
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Do not send Old Notes with this form. Notes should be sent to the Exchange
Agent together with a properly completed and duly executed Letter of
Transmittal.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, government securities broker or
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association (each of
the foregoing being referred to as an "Eligible Institution"), hereby guarantees
to deliver to the Exchange Agent, at one of its addresses set forth above,
either the Old Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Old Notes to the Exchange
Agent's account at The Depository Trust Company ("DTC"), pursuant to the
procedures for book-entry transfer set forth in the Prospectus, in either case
together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents within three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter of Transmittal
(or facsimile thereof) and Old Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result in
financial loss to the undersigned.
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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