UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ HOME DEPOT, INC.; HOME DEPOT U.S.A., INC., │ Plaintiffs-Appellants, │ > No. 23-3720 v. │ │ STEADFAST INSURANCE COMPANY; GREAT AMERICAN │ ASSURANCE COMPANY, │ Defendants-Appellees. │ ┘

Appeal from the United States District Court for the Southern District of Ohio at Cincinnati. No. 1:21-cv-00242—Susan J. Dlott, District Judge. Argued: November 14, 2024

Decided and Filed: January 13, 2025

Before: STRANCH, THAPAR, and MURPHY, Circuit Judges. _________________

COUNSEL ARGUED: Roman Martinez, LATHAM & WATKINS, LLP, Washington, D.C., for Appellants. Suzanne C. Midlige, COUGHLIN MIDLIGE & GARLAND LLP, Morristown, New Jersey, for Appellee Steadfast Insurance. Charles E. Spevacek, MEAGHER + GEER, P.L.L.P., Minneapolis, Minnesota, for Appellee Great American Assurance. ON BRIEF: Roman Martinez, Charles S. Dameron, Jordan R. Goldberg, LATHAM & WATKINS, LLP, Washington, D.C., Ronan P. Doherty, Michael R. Baumrind, BONDURANT, MIXSON & ELMORE LLP, Atlanta, Georgia, Peter O’Shea, KATZ TELLER BRANDT & HILD, Cincinnati, Ohio, for Appellants. Suzanne C. Midlige, Kevin T. Coughlin, Steven D. Cantarutti, Patrick A. Florentino, COUGHLIN MIDLIGE & GARLAND LLP, Morristown, New Jersey, Kevin M. Young, Jennifer L. Mesko, Benjamin C. Sassé, TUCKER ELLIS LLP, Cleveland, Ohio, for Appellee Steadfast Insurance. Charles E. Spevacek, Alexander V. Tibor, MEAGHER + GEER, P.L.L.P., Minneapolis, Minnesota, Rachael A. Rowe, Sarah V. Geiger for Appellee Great American Assurance. THAPAR, J., delivered the opinion of the court in which STRANCH and MURPHY, JJ., joined. MURPHY J. (pp. 16–17), delivered a separate concurring opinion. No. 23-3720 Home Depot, Inc., et al. v. Steadfast Ins. Co., et al. Page 2

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OPINION _________________

THAPAR, Circuit Judge. After a data breach, Home Depot, Inc., and Home Depot U.S.A., Inc. (together, “Home Depot”) sued its insurers for indemnification. Home Depot also claimed the insurers owed it a duty to defend. Because there’s no obligation to indemnify or defend these claims, we affirm.

I.

This case involves a contract dispute. Steadfast Insurance Company (“Steadfast”) and Great American Assurance Company (“Great American”) wrote commercial general liability insurance policies for Home Depot. Between the two companies, three policies collectively provided $50 million in coverage. Notably, Home Depot also had more than $100 million in separate cyber insurance policies.

The Steadfast and Great American commercial general liability policies specify what was covered.1 The insurers indemnified Home Depot from any “property damage” that an “occurrence” caused. See R. 43-2, Pg. ID 663. The policies explain that “property damage” includes either a “physical injury to tangible property” or, relevant here, a “[l]oss of use of tangible property that is not physic