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 second quarter of fiscal 2022:
+Added: The following table presents the number and average price of shares purchased in each fiscal month of the third 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: May 2, 2022 – May 29, 2022 2,837,144 $ 293.86 2,832,302 $ 6,536,088,542
−Removed: May 30, 2022 – June 26, 2022 2,333,969 294.96 2,332,673 5,848,043,676
−Removed: June 27, 2022 – July 31, 2022 2,905 293.49 — 5,848,043,676
−Removed: Total 5,174,018 294.36 5,164,975
+Added: August 1, 2022 – August 28, 2022 1,006,934 $ 311.63 1,002,575 $ 14,906,250,890
+Added: August 29, 2022 – September 25, 2022 1,042,671 285.15 1,041,201 14,609,360,775
+Added: September 26, 2022 – October 30, 2022 2,192,077 282.02 2,179,438 13,994,589,035
+Added: 4,241,682 289.82 4,223,214
(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”).
2 unchanged sentences
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) 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.
−Removed: 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.
+Added: (2) On August 18, 2022, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $20.0 billion, which was approved on May 20, 2021.
+Added: This new authorization does not have a prescribed expiration date.
SALES OF UNREGISTERED SECURITIES
−Removed: During the second quarter of fiscal 2022, we issued 2,883 deferred stock units under The Home Depot, Inc.
+Added: During the third quarter of fiscal 2022, we issued 579 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 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.
+Added: The deferred stock units were credited during the third 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 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.
+Added: During the third quarter of fiscal 2022, we credited 1,108 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: The Home Depot, Inc.
−Removed: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
−Removed: *† The Home Depot Amended and Restated Management Incentive Plan
−Removed: [Form 8-K filed on May 24, 2022, Exhibit 10.1]
−Removed: *† Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.
−Removed: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
−Removed: [Form 8-K filed on May 24, 2022, Exhibit 10.2]
−Removed: *† Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.
−Removed: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
−Removed: [Form 8-K filed on May 24, 2022, Exhibit 10.3]
−Removed: *† Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc.
−Removed: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
−Removed: [Form 8-K filed on May 24, 2022, Exhibit 10.4]
+Added: * Form of 4.000% Note due September 15, 2025
+Added: [Form 8-K filed on September 19, 2022, Exhibit 4.2]
+Added: * Form of 4.500% Note due September 15, 2032
+Added: [Form 8-K filed on September 19, 2022, Exhibit 4.3]
+Added: * Form of 4.950% Note due September 15, 2052
+Added: [Form 8-K filed on September 19, 2022, Exhibit 4.4]
Acknowledgement of Independent Registered Public Accounting Firm
−Removed: Certification of the Chief Executive Officer and Pres ident pursuant to Rule 13a-14(a)
+Added: Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a)
Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)
−Removed: Certification of the Chief Executive Officer and Pres ident furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Certification of the Chair, President and Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of the Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
6 unchanged sentences
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
−Removed: † Management contract or compensatory plan or arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
1 unchanged sentence
/s/ EDWARD P.
−Removed: Decker, Chief Executive Officer and President (Principal Executive Officer)
+Added: Decker, Chair, President and Chief Executive Officer (Principal Executive Officer)
/s/ RICHARD V.
2 unchanged sentences
Gibbs, Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
−Removed: August 22, 2022
+Added: November 21, 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.