1 unchanged sentence
ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: The following table presents the number and average price of shares purchased in each fiscal month of the first quarter of fiscal 2022:
+Added: The following table presents the number and average price of shares purchased in each fiscal month of the second quarter of fiscal 2022:
Period Total Number of Shares Purchased (1)
2 unchanged sentences
Dollar Value of Shares that May Yet Be Purchased Under the Program (2)
−Removed: January 31, 2022 – February 27, 2022 1,645,383 $ 347.07 1,626,917 $ 9,053,183,815
−Removed: February 28, 2022 – March 27, 2022 627,670 319.18 279,283 8,963,898,777
−Removed: March 28, 2022 – May 1, 2022 5,209,451 306.35 5,208,219 7,368,369,778
+Added: May 2, 2022 – May 29, 2022 2,837,144 $ 293.86 2,832,302 $ 6,536,088,542
+Added: May 30, 2022 – June 26, 2022 2,333,969 294.96 2,332,673 5,848,043,676
+Added: June 27, 2022 – July 31, 2022 2,905 293.49 — 5,848,043,676
Total 5,174,018 294.36 5,164,975
−Removed: (1) These amounts include repurchases pursuant to our Amended and Restated 2005 Omnibus Stock Incentive Plan and our 1997 Omnibus Stock Incentive Plan (collectively, the “Plans”).
+Added: (1) These amounts include repurchases pursuant to our Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022, and our 1997 Omnibus Stock Incentive Plan (collectively, the “Plans”).
Under the Plans, participants may surrender shares as payment of applicable tax withholding on the vesting of restricted stock.
1 unchanged sentence
Shares so surrendered by participants in the Plans are repurchased pursuant to the terms of the Plans and applicable award agreement and not pursuant to publicly announced share repurchase programs.
−Removed: (2) In May 2021, our Board of Directors approved a $20.0 billion share repurchase authorization that replaced the previous authorization.
−Removed: This new authorization does not have a prescribed expiration date.
+Added: (2) On May 20, 2021, our Board of Directors approved a $20.0 billion share repurchase authorization, of which $5.8 billion remained available as of July 31, 2022.
+Added: On August 18, 2022, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the May 2021 authorization and does not have a prescribed expiration date.
SALES OF UNREGISTERED SECURITIES
−Removed: During the first quarter of fiscal 2022, we issued 556 deferred stock units under The Home Depot, Inc.
+Added: During the second quarter of fiscal 2022, we issued 2,883 deferred stock units under The Home Depot, Inc.
Nonemployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of the SEC’s Regulation D thereunder.
−Removed: The deferred stock units were credited during the first quarter of fiscal 2022 to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the form of deferred stock units instead of cash.
+Added: The deferred stock units were credited during the second quarter of fiscal 2022 to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the form of deferred stock units instead of cash.
The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan.
−Removed: During the first quarter of fiscal 2022, we credited 12,814 deferred stock units to participant accounts under the Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans.
+Added: During the second quarter of fiscal 2022, we credited 1,093 deferred stock units to participant accounts under the Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans.
The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan.
7 unchanged sentences
[Form 8-K filed on March 4, 2019, Exhibit 3.2]
−Removed: * Form of 2.700% Note due April 15, 2025 [Form 8-K filed on March 28, 2022, Exhibit 4.2]
−Removed: * Form of 2.875% Note due April 15, 2027 [Form 8-K filed on March 28, 2022, Exhibit 4.3]
−Removed: * Form of 3.250% Note due April 15, 2032 [Form 8-K filed on March 28, 2022, Exhibit 4.4]
−Removed: * Form of 3.625% Note due April 15, 2052 [Form 8-K filed on March 28, 2022, Exhibit 4.5]
−Removed: † Employment Arrangement between Edward P.
−Removed: Decker and The Home Depot, Inc., dated February 24, 2022
−Removed: † Employment Arrangement between Craig A.
−Removed: Menear and The Home Depot, Inc., dated February 24, 2022
−Removed: † Employment Arrangement between Matthew A.
−Removed: Carey and The Home Depot, Inc., dated April 19, 2022
+Added: The Home Depot, Inc.
+Added: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
+Added: *† The Home Depot Amended and Restated Management Incentive Plan
+Added: [Form 8-K filed on May 24, 2022, Exhibit 10.1]
+Added: *† Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.
+Added: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
+Added: [Form 8-K filed on May 24, 2022, Exhibit 10.2]
+Added: *† Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.
+Added: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
+Added: [Form 8-K filed on May 24, 2022, Exhibit 10.3]
+Added: *† Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc.
+Added: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
+Added: [Form 8-K filed on May 24, 2022, Exhibit 10.4]
Acknowledgement of Independent Registered Public Accounting Firm
13 unchanged sentences
THE HOME DEPOT, INC.
−Removed: /s/ E DWARD P.
+Added: /s/ EDWARD P.
Decker, Chief Executive Officer and President (Principal Executive Officer)
−Removed: /s/ R ICHARD V.
+Added: /s/ RICHARD V.
McPhail, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
−Removed: /s/ S TEPHEN L.
+Added: /s/ STEPHEN L.
Gibbs, Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
+Added: August 22, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.