HOME DEPOT, INC. 10-Q

Item 1. Financial Statements. THE HOME DEPOT, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) in millions, except per share data July 31, 2022 January 30, 2022 Assets Current assets: Cash and cash equivalents $ 1,259 $ 2,343 Receivables, net 3,725 3,426 Merchandise inventories 26,088 22,068 Other current assets 1,869 1,218 Total current assets 32,941 29,055 Net property and equipment 25,247 25,199 Operating lease right-of-use assets 6,132 5,968 Goodwill 7,451 7,449 Other assets 4,054 4,205 Total assets $ 75,825 $ 71,876 Liabilities and Stockholders' Equity Current liabilities: Short-term debt $ 539 $ 1,035 Accounts payable 14,348 13,462 Accrued salaries and related expenses 2,204 2,426 Sales taxes payable 1,076 848 Deferred revenue 3,539 3,596 Current installments of long-term debt 1,218 2,447 Current operating lease liabilities 919 830 Other accrued expenses 3,991 4,049 Total current liabilities 27,834 28,693 Long-term debt, excluding current installments 39,271 36,604 Long-term operating lease liabilities 5,431 5,353 Other long-term liabilities 3,052 2,922 Total liabilities 75,588 73,572 Common stock, par value $ 0.05 ; authorized: 10,000 shares; issued: 1,793 shares at July 31, 2022 and 1,792 shares at January 30, 2022; outstanding: 1,024 shares at July 31, 2022 and 1,035 shares at January 30, 2022 90 90 Paid-in capital 12,309 12,132 Retained earnings 73,074 67,580 Accumulated other comprehensive loss ( 672 ) ( 704 ) Treasury stock, at cost, 769 shares at July 31, 2022 and 757 shares at January 30, 2022 ( 84,564 ) ( 80,794 ) Total stockholders’ equity (deficit) 237 ( 1,696 ) Total liabilities and stockholders’ equity $ 75,825 $ 71,876 See accompanying notes to consolidated financial statements. 1 Table of Contents THE HOME DEPOT, INC. CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) Three Months Ended Six Months Ended in millions, except per share data July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Net sales $ 43,792 $ 41,118 $ 82,700 $ 78,618 Cost of sales 29,309 27,453 55,072 52,211 Gross profit 14,483 13,665 27,628 26,407 Operating expenses: Selling, general and administrative 6,657 6,433 13,267 12,807 Depreciation and amortization 616 593 1,222 1,180 Total operating expenses 7,273 7,026 14,489 13,987 Operating income 7,210 6,639 13,139 12,420 Interest and other (income) expense: Interest income and other, net ( 2 ) ( 5 ) ( 5 ) ( 11 ) Interest expense 381 326 753 665 Interest and other, net 379 321 748 654 Earnings before provision for income taxes 6,831 6,318 12,391 11,766 Provision for income taxes 1,658 1,511 2,987 2,814 Net earnings $ 5,173 $ 4,807 $ 9,404 $ 8,952 Basic weighted average common shares 1,023 1,058 1,026 1,064 Basic earnings per share $ 5.06 $ 4.54 $ 9.17 $ 8.41 Diluted weighted average common shares 1,025 1,062 1,030 1,068 Diluted earnings per share $ 5.05 $ 4.53 $ 9.13 $ 8.38 See accompanying notes to consolidated financial statements. 2 Table of Contents THE HOME DEPOT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended Six Months Ended in millions July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Net earnings $ 5,173 $ 4,807 $ 9,404 $ 8,952 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 9 21 29 55 Cash flow hedges 2 2 3 4 Other — — — 27 Total other comprehensive income (loss), net of tax 11 23 32 86 Comprehensive income $ 5,184 $ 4,830 $ 9,436 $ 9,038 See accompanying notes to consolidated financial statements. 3 Table of Contents THE HOME DEPOT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Three Months Ended Six Months Ended in millions July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Common Stock: Balance at beginning of period $ 90 $ 90 $ 90 $ 89 Shares issued under employee stock plans — — — 1 Balance at end of period 90 90 90 90 Paid-in Capital: Balance at beginning of period 12,079 11,555 12,132 11,540 Shares issued under employee stock plans 135 149 ( 19 ) 32 Stock-based compensation expense 95 93 196 225 Balance at end of period 12,309 11,797 12,309 11,797 Retained Earnings: Balance at beginning of period 69,849 60,504 67,580 58,134 Net earnings 5,173 4,807 9,404 8,952 Cash dividends ( 1,948 ) ( 1,751 ) ( 3,910 ) ( 3,526 ) Balance at end of period 73,074 63,560 73,074 63,560 Accumulated Other Comprehensive Income (Loss): Balance at beginning of period ( 683 ) ( 608 ) ( 704 ) ( 671 ) Foreign currency translation adjustments, net of tax 9 21 29 55 Cash flow hedges, net of tax 2 2 3 4 Other, net of tax — — — 27 Balance at end of period ( 672 ) ( 585 ) ( 672 ) ( 585 ) Treasury Stock: Balance at beginning of period ( 83,044 ) ( 69,793 ) ( 80,794 ) ( 65,793 ) Repurchases of common stock ( 1,520 ) ( 3,000 ) ( 3,770 ) ( 7,000 ) Balance at end of period ( 84,564 ) ( 72,793 ) ( 84,564 ) ( 72,793 ) Total stockholders' equity $ 237 $ 2,069 $ 237 $ 2,069 See accompanying notes to consolidated financial statements. 4 Table of Contents THE HOME DEPOT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended in millions July 31, 2022 August 1, 2021 Cash Flows from Operating Activities: Net earnings $ 9,404 $ 8,952 Reconciliation of net earnings to net cash provided by operating activities: Depreciation and amortization 1,473 1,414 Stock-based compensation expense 196 226 Changes in receivables, net ( 295 ) ( 321 ) Changes in merchandise inventories ( 4,009 ) ( 2,191 ) Changes in other current assets ( 668 ) ( 574 ) Changes in accounts payable and accrued expenses 1,079 1,658 Changes in deferred revenue ( 57 ) 671 Changes in income taxes payable 61 154 Changes in deferred income taxes ( 95 ) ( 116 ) Other operating activities 93 74 Net cash provided by operating activities 7,182 9,947 Cash Flows from Investing Activities: Capital expenditures ( 1,447 ) ( 1,042 ) Payments for businesses acquired, net — ( 416 ) Other investing activities ( 14 ) — Net cash used in investing activities ( 1,461 ) ( 1,458 ) Cash Flows from Financing Activities: Repayments of short-term debt, net ( 496 ) — Proceeds from long-term debt, net of discounts 3,957 — Repayments of long-term debt ( 2,366 ) ( 1,434 ) Repurchases of common stock ( 3,962 ) ( 6,905 ) Proceeds from sales of common stock 142 167 Cash dividends ( 3,910 ) ( 3,526 ) Other financing activities ( 163 ) ( 136 ) Net cash used in financing activities ( 6,798 ) ( 11,834 ) Change in cash and cash equivalents ( 1,077 ) ( 3,345 ) Effect of exchange rate changes on cash and cash equivalents ( 7 ) 16 Cash and cash equivalents at beginning of period 2,343 7,895 Cash and cash equivalents at end of period $ 1,259 $ 4,566 Supplemental Disclosures: Cash paid for interest, net of interest capitalized $ 665 $ 626 Cash paid for income taxes 3,105 2,913 See accompanying notes to consolidated financial statements. 5 Table of Contents THE HOME DEPOT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business The Home Depot, Inc., together with its subsidiaries (the “Company,” “Home Depot,” “we,” “our” or “us”), is a home improvement retailer that sells a wide assortment of building materials, home improvement products, lawn and garden products, décor items, and facilities maintenance, repair and operations products, and provides a number of services, in stores and online. We operate in the U.S. (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam), Canada, and Mexico, each representing one of our three operating segments, which we aggregate into one reportable segment due to their similar operating and financial characteristics. Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2021 Form 10-K. There were no significant changes to our significant accounting policies as disclosed in the 2021 Form 10-K. Recent Accounting Pronouncements We did not adopt any new accounting pronouncements during the first six months of fiscal 2022 that had a material impact on our consolidated financial condition, results of operations or cash flows. Recent accounting pronouncements pending adoption not discussed in the 2021 Form 10-K are either not applicable or will not have or are not expected to have a material impact on our consolidated financial condition, results of operations or cash flows. 2. NET SALES The following table presents net sales, classified by geography: Three Months Ended Six Months Ended in millions July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Net sales – in the U.S. $ 40,044 $ 37,642 $ 76,050 $ 72,359 Net sales – outside the U.S. 3,748 3,476 6,650 6,259 Net sales $ 43,792 $ 41,118 $ 82,700 $ 78,618 The following table presents net sales by products and services: Three Months Ended Six Months Ended in millions July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Net sales – products $ 42,348 $ 39,717 $ 79,813 $ 75,988 Net sales – services 1,444 1,401 2,887 2,630 Net sales $ 43,792 $ 41,118 $ 82,700 $ 78,618 The following table presents major product lines and the related merchandising departments (and related services): Major Product Line Merchandising Departments Building Materials Building Materials, Electrical/Lighting, Lumber, Millwork, and Plumbing Décor Appliances, Décor/Storage, Flooring, Kitchen and Bath, and Paint Hardlines Hardware, Indoor Garden, Outdoor Garden, and Tools 6 Table of Contents The following table presents net sales by major product lines (and related services): Three Months Ended Six Months Ended in millions July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Building Materials $ 15,883 $ 14,411 $ 30,752 $ 28,071 Décor 14,096 13,395 26,970 25,277 Hardlines 13,813 13,312 24,978 25,270 Net sales $ 43,792 $ 41,118 $ 82,700 $ 78,618 Deferred Revenue For products and services sold in stores or online, payment is typically due at the point of sale. When we receive payment from customers before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue until the sale or service is complete. Such performance obligations are part of contracts with expected original durations of typically three months or less. As of both July 31, 2022 and January 30, 2022, deferred revenue for products and services was $ 2.6 billion. We further record deferred revenue for the sale of gift cards and recognize the associated revenue upon the redemption of those gift cards, which generally occurs within six months of gift card issuance. As of July 31, 2022 and January 30, 2022, our performance obligations for unredeemed gift cards were $ 938 million and $ 1.0 billion, respectively. Gift card breakage income, which is our estimate of the portion of our gift card balance not expected to be redeemed, was immaterial during the three and six months ended July 31, 2022 and August 1, 2021. 3. PROPERTY AND LEASES Net Property and Equipment Net property and equipment includes accumulated depreciation and finance lease amortization of $ 27.2 billion as of July 31, 2022 and $ 26.1 billion as of January 30, 2022. Leases The following table presents the consolidated balance sheet location of assets and liabilities related to operating and finance leases: in millions Consolidated Balance Sheet Classification July 31, 2022 January 30, 2022 Assets: Operating lease assets Operating lease right-of-use assets $ 6,132 $ 5,968 Finance lease assets (1) Net property and equipment 2,923 2,896 Total lease assets $ 9,055 $ 8,864 Liabilities: Current: Operating lease liabilities Current operating lease liabilities $ 919 $ 830 Finance lease liabilities Current installments of long-term debt 219 198 Long-term: Operating lease liabilities Long-term operating lease liabilities 5,431 5,353 Finance lease liabilities Long-term debt, excluding current installments 3,082 3,038 Total lease liabilities $ 9,651 $ 9,419 ————— (1) Finance lease assets are recorded net of accumulated amortization of $ 1.1 billion as of July 31, 2022 and $ 1.0 billion as of January 30, 2022. 7 Table of Contents The following table presents supplemental non-cash information related to leases: Six Months Ended in millions July 31, 2022 August 1, 2021 Lease assets obtained in exchange for new operating lease liabilities $ 646 $ 429 Lease assets obtained in exchange for new finance lease liabilities 202 417 4. DEBT AND DERIVATIVE INSTRUMENTS Short-Term Debt In July 2022, we expanded our commercial paper program from $ 3.0 billion to $ 5.0 billion to further enhance our financial flexibility. All of our short-term borrowings in the first six months of fiscal 2022 were under our commercial paper program, and the maximum amount outstanding at any time was $ 2.7 billion. In connection with our program, we have back-up credit facilities with a consortium of banks. In July 2022, we also expanded the borrowing capacity under these back-up facilities from $ 3.0 billion to $ 5.0 billion, by entering into a five-year $ 3.5 billion credit facility scheduled to expire in July 2027 and a 364 -day $ 1.5 billion credit facility scheduled to expire in July 2023. These facilities replaced our previously existing five-year $ 2.0 billion credit facility, which was scheduled to expire in December 2023, and our 364 -day $ 1.0 billion credit facility, which was scheduled to expire in December 2022. At July 31, 2022 and January 30, 2022, we had outstanding borrowings under our commercial paper program of $ 539 million and $ 1.0 billion, respectively. Long-Term Debt March 2022 Issuance. In March 2022, we issued four tranches of senior notes. • The first tranche consisted of $ 500 million of 2.70 % senior notes due April 15, 2025 (the “2025 notes”) at a discount of $ 1 million. Interest on the 2025 notes is due semi-annually on April 15 and October 15 of each year, beginning October 15, 2022. • The second tranche consisted of $ 750 million of 2.875 % senior notes due April 15, 2027 (the “2027 notes”) at a discount of $ 4 million. Interest on the 2027 notes is due semi-annually on April 15 and October 15 of each year, beginning October 15, 2022. • The third tranche consisted of $ 1.25 billion of 3.25 % senior notes due April 15, 2032 (the “2032 notes”) at a discount of $ 6 million. Interest on the 2032 notes is due semi-annually on April 15 and October 15 of each year, beginning October 15, 2022. • The fourth tranche consisted of $ 1.5 billion of 3.625 % senior notes due April 15, 2052 (the “2052 notes”) at a discount of $ 32 million (together with the 2025 notes, the 2027 notes, and the 2032 notes, the “March 2022 issuance”). Interest on the 2052 notes is due semi-annually on April 15 and October 15 of each year, beginning October 15, 2022. • Issuance costs for the March 2022 issuance totaled $ 22 million. The 2025 notes, 2027 notes, 2032 notes, and 2052 notes may be redeemed by us at any time, in whole or in part, at the redemption price plus accrued interest up to the redemption date. Prior to the Par Call Date, as defined in the notes, the redemption price is equal to the greater of (1) 100 % of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest to the Par Call Date. On or after the Par Call Date, the redemption price is equal to 100 % of the principal amount of the notes. Additionally, if a Change in Control Triggering Event occurs, as defined in the notes, holders of all such notes have the right to require us to redeem those notes at 101 % of the aggregate principal amount of the notes plus accrued interest up to the redemption date. The indenture governing the notes does not generally limit our ability to incur additional indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity. The indenture governing the notes contains various customary covenants; however, none are expected to impact our liquidity or capital resources. Repayments . In March 2022, we repaid our $ 700 million 3.25 % senior notes and $ 300 million floating rate senior notes at maturity. In May 2022, we repaid our $ 1.25 billion 2.625 % senior notes, which had a maturity date of June 2022, at the Par Call Date for the notes. 8 Table of Contents Derivative Instruments and Hedging Activities We had outstanding interest rate swap agreements with combined notional amounts of $ 5.4 billion at both July 31, 2022 and January 30, 2022. These agreements are accounted for as fair value hedges that swap fixed for variable rate interest to hedge changes in the fair values of certain senior notes. At July 31, 2022, the fair values of these agreements totaled $ 515 million, with $ 528 million recognized in other long-term liabilities and $ 13 million recognized in other assets on the consolidated balance sheet. At January 30, 2022, the fair values of these agreements totaled $ 191 million, with $ 249 million recognized in other long-term liabilities and $ 58 million recognized in other assets on the consolidated balance sheet. All of our interest rate swap agreements designated as fair value hedges meet the shortcut method requirements under GAAP. Accordingly, the changes in the fair values of these agreements offset the changes in the fair value of the hedged long-term debt. There were no material changes to the other hedging arrangements disclosed in our 2021 Form 10-K, and all related activity was immaterial for the periods presented within this document. Collateral . We generally enter into master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty. To further limit our credit risk, we enter into collateral security arrangements that provide for collateral to be received or posted when the net fair value of certain derivative instruments exceeds or falls below contractually established thresholds. The cash collateral posted by the Company related to derivative instruments under our collateral security arrangements was $ 470 million as of July 31, 2022, which was recorded in other current assets on the consolidated balance sheet. We did not hold any cash collateral as of July 31, 2022, and cash collateral both held and posted was immaterial as of January 30, 2022. 5. STOCKHOLDERS' EQUITY Stock Rollforward The following table presents a reconciliation of the number of shares of our common stock and cash dividends per share: shares in millions Three Months Ended Six Months Ended July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Common stock: Balance at beginning of period 1,793 1,790 1,792 1,789 Shares issued under employee stock plans — 1 1 2 Balance at end of period 1,793 1,791 1,793 1,791 Treasury stock: Balance at beginning of period ( 764 ) ( 725 ) ( 757 ) ( 712 ) Repurchases of common stock ( 5 ) ( 10 ) ( 12 ) ( 23 ) Balance at end of period ( 769 ) ( 735 ) ( 769 ) ( 735 ) Shares outstanding at end of period 1,024 1,056 1,024 1,056 Cash dividends per share $ 1.90 $ 1.65 $ 3.80 $ 3.30 9 Table of Contents Share Repurchases In May 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. In August 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. The following table presents information about our repurchases of common stock, all of which were completed through open market purchases: in millions Three Months Ended Six Months Ended July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Total number of shares repurchased 5 10 12 23 Total cost of shares repurchased $ 1,520 $ 3,000 $ 3,770 $ 7,000 These amounts may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period. 6. FAIR VALUE MEASUREMENTS The fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, rather than the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are: • Level 1: observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices in active markets in Level 1 that are either directly or indirectly observable; and • Level 3: unobservable inputs for which little or no market data exists, therefore requiring management judgment to develop the Company’s own models with estimates and assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the assets and liabilities that are measured at fair value on a recurring basis: July 31, 2022 January 30, 2022 in millions Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative agreements – assets $ — $ 13 $ — $ — $ 58 $ — Derivative agreements – liabilities — ( 529 ) — — ( 249 ) — Total $ — $ ( 516 ) $ — $ — $ ( 191 ) $ — The fair values of our derivative instruments are determined using an income approach and Level 2 inputs, which include the respective interest rate or foreign currency forward curves and discount rates. Our derivative instruments are discussed further in Note 4 . Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Long-lived assets, goodwill, and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment. We did not have any material assets or liabilities that were measured at fair value on a nonrecurring basis during the three and six months ended July 31, 2022 or August 1, 2021. Other Fair Value Disclosures The carrying amounts of cash and cash equivalents, receivables, accounts payable, and short-term debt approximate fair value due to their short-term nature. The following table presents the aggregate fair values and carrying values of our senior notes: July 31, 2022 January 30, 2022 in millions Fair Value (Level 1) Carrying Value Fair Value (Level 1) Carrying Value Senior notes $ 36,858 $ 37,188 $ 39,397 $ 35,815 10 Table of Contents 7. WEIGHTED AVERAGE COMMON SHARES The following table presents the reconciliation of our basic to diluted weighted average common shares: Three Months Ended Six Months Ended in millions July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Basic weighted average common shares 1,023 1,058 1,026 1,064 Effect of potentially dilutive securities (1) 2 4 4 4 Diluted weighted average common shares 1,025 1,062 1,030 1,068 Anti-dilutive securities excluded from diluted weighted average common shares 1 — 1 — ————— (1) Represents the dilutive impact of stock-based awards. 8. CONTINGENCIES We are involved in litigation arising in the normal course of business. In management’s opinion, any such litigation is not expected to have a material adverse effect on our consolidated financial condition, results of operations or cash flows. 11 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors The Home Depot, Inc.: Results of Review of Interim Financial Information We have reviewed the consolidated balance sheet of The Home Depot, Inc. and subsidiaries (the “Company”) as of July 31, 2022, the related consolidated statements of earnings, comprehensive income, and stockholders’ equity for the three-month and six-month periods ended July 31, 2022 and August 1, 2021, the related consolidated statements of cash flows for the six-month periods ended July 31, 2022 and August 1, 2021, and the related notes (collectively, the “consolidated interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of January 30, 2022, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for the fiscal year then ended (not presented herein); and in our report dated March 23, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 30, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Basis for Review Results This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. /s/ KPMG LLP Atlanta, Georgia August 22, 2022 12 Table of Contents