What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-15 compared with 2022-03-23 · 110 added, 92 removed, 282 unchanged (42% of the section changed)

10 unchanged sentences

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

We are in the process of an ongoing business transformation initiative, which began in fiscal 2020 and includes upgrading and migrating certain accounting and finance systems in the U.S.

We plan to continue to migrate additional business processes over the course of the next few years and have modified and will continue to modify the design and implementation of certain internal control processes as the integration continues.

Except as described above, there were no other changes in our internal control over financial reporting during the

fiscal quarter ended January 30, 2022 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended January 29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Fiscal 2022 Form 10-K 63

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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March 15, 2023

Fiscal 2022 Form 10-K 64

Other Information.

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Our executive officers are as follows:

BASTEK, age 56, has been Executive Vice President – Merchandising, since March 2023.

From January 2019 to March 2023, Mr.

Bastek served as Senior Vice President of Merchandising, Hardlines for the Company, responsible for merchandising and marketing strategies for hardware and garden.

Prior to that role, he was Merchandising Vice President of hardware and tools from December 2013 to January 2019.

Bastek began his career in 1989 at HD Supply, formerly known as Maintenance Warehouse, which was originally acquired by the Company in 1997.

Bastek has served in various roles of increasing responsibility, including Global Product Merchant, Senior Merchant, Divisional Merchandise Manager and Merchandising Vice President for building materials.

ANN-MARIE CAMPBELL, age 57, has been Executive Vice President – U.S.

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She serves as a director of Workday, Inc., a financial and human capital management software vendor.

CAREY, age 57, has been Executive Vice President and Chief Information Officer since September 2008.

CAREY, age 58, has been Executive Vice President – Customer Experience since April 2022.

He served as Executive Vice President and Chief Information Officer from September 2008 to April 2022.

From January 2006 through August 2008, he served as Senior Vice President and Chief Technology Officer at eBay Inc., an online commerce platform.

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His final position with Wal-Mart was Senior Vice President and Chief Technology Officer.

He serves as a director of Chipotle Mexican Grill, Inc., which owns and operates restaurants in the U.S.

and internationally.

JOHN DEATON, age 49, has been Executive Vice President – Supply Chain & Product Development since November 2021.

From April 2021 to October 2021, he served as Senior Vice President – Operations, from May 2017 to April 2021, he served as Senior Vice President – Supply Chain, from July 2011 to April 2017 he served as Senior Vice President – Brand and Product Development, and from April 2007 to June 2011 he served as Vice President – Supply Chain.

DECKER, age 59, has been our Chief Executive Officer and President since March 2022.

DECKER, age 60, has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022.

He served as our President and Chief Operating Officer from October 2020 through February 2022.

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and Scott Paper Co., both of which are consumer products companies.

Fiscal 2022 Form 10-K 65

HOURIGAN, age 66, has been Executive Vice President – Human Resources since June 2017.

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and Vice President – Human Resources from July 2002 to February 2007.

KINNAIRD, age 48, has been Executive Vice President – Merchandising since October 2020.

From January 2016 to October 2020, he served as President of The Home Depot Canada.

Kinnaird joined the Company in July 1996 as a store associate in Canada and has held roles of increasing responsibility at The Home Depot Canada, including District Manager, Regional Vice President and Merchandising Vice President.

McPHAIL, age 52, has been Executive Vice President and Chief Financial Officer since September 2019.

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From August 2014 to September 2017, he served as Senior Vice President, Finance, with responsibility for U.S.

Retail finance, strategic

and financial planning, and business development activity.

Retail finance, strategic and financial planning, and business development activity.

McPhail served as Senior Vice President, Global FP&A, Strategy, and New Business Development, from March 2013 to August 2014;

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Prior to Marconi, Mr.

McPhail held positions with Wachovia Securities and with Arthur Andersen.

MENEAR, age 64, has been the Chair of our Board of Directors since February 2015.

He served as our Chief Executive Officer from November 2014 through February 2022.

He also served as our President from November 2014 to October 2020.

He previously served as our President, U.S.

Retail from February 2014 through October 2014.

From April 2007 through February 2014, he served as Executive Vice President – Merchandising, and from August 2003 through April 2007, he served as Senior Vice President – Merchandising.

From 1997 through August 2003, Mr.

Menear served in various management and vice president level positions in the Company’s merchandising department, including Merchandising Vice President of Hardware, Merchandising Vice President of the Southwest Division, and Divisional Merchandise Manager of the Southwest Division.

McPhail held positions with Wachovia Securities and Arthur Andersen.

HECTOR PADILLA, age 48, has been Executive Vice President – Outside Sales & Service since May 2021.

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Roseborough serves as a director of The Hartford Financial Services Group, Inc., an investment and insurance company.

FAHIM SIDDIQUI, age 56, has been Executive Vice President and Chief Information Officer since April 2022.

He previously served as Senior Vice President of Information Technology from December 2018 to April 2022.

Before joining The Home Depot, Mr.

Siddiqui served as Senior Vice President and Chief Information Officer – eCommerce and Digital at Staples Inc.

from May 2017 through November 2018.

Prior to that role, he served in various technology, product and engineering leadership roles in the retail, energy and telecom sectors.

Executive Compensation.

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director Compensation,” and “Leadership Development and Compensation Committee Report” in our Proxy Statement;

provided that the section entitled “Executive Compensation – Pay Versus Performance” in our Proxy Statement is not incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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The information required by this item is incorporated by reference to the section entitled “Independent Registered Public Accounting Firm’s Fees” in our Proxy Statement.

Fiscal 2022 Form 10-K 66

Exhibit and Financial Statement Schedules.

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(Amended and Restated Effective February 23, 2023)

Form 8-K filed on March 4, 2019, Exhibit 3.2

Form 8-K filed February 28, 2023, Exhibit 3.2

4.1 Indenture, dated as of May 4, 2005, between The Home Depot, Inc.

and The Bank of New York Trust Company, N.A., as Trustee

and The Bank of New York Mellon Trust Company, N.A.

(fka The Bank of New York Trust Company, N.A.), as Trustee

Form S-3 (File No.

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Form 8-K filed June 12, 2014, Exhibit 4.3

4.11 Form of 2.625% Senior Note due June 1, 2022

Form 8-K filed June 2, 2015, Exhibit 4.2

Fiscal 2022 Form 10-K 67

Exhibit Description Reference

4.11 Form of 4.250% Senior Note due April 1, 2046

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Form 8-K filed February 12, 2016, Exhibit 4.4

4.16 Form of 2.125% Senior Note due September 15, 2026

4.15 Form of 2.125% Note due September 15, 2026

Form 8-K filed September 15, 2016, Exhibit 4.2

4.17 Form of 3.500% Senior Note due September 15, 2056

4.16 Form of 3.500% Note due September 15, 2056

Form 8-K filed September 15, 2016, Exhibit 4.3

4.18 Form of 3.900% Senior Note due June 15, 2047

4.17 Form of 3.900% Note due June 15, 2047

Form 8-K filed June 5, 2017, Exhibit 4.4

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Form 8-K filed September 14, 2017, Exhibit 4.2

Exhibit Description Reference

4.20 Form of Floating Rate Note due March 1, 2022

Form 8-K filed December 6, 2018, Exhibit 4.2

4.21 Form of 3.250% Senior Note due March 1, 2022

Form 8-K filed December 6, 2018, Exhibit 4.3

4.22 Form of 3.900% Senior Note due December 6, 2028

4.19 Form of 3.900% Note due December 6, 2028

Form 8-K filed December 6, 2018, Exhibit 4.4

4.23 Form of 4.500% Senior Note due December 6, 2048

4.20 Form of 4.500% Note due December 6, 2048

Form 8-K filed December 6, 2018, Exhibit 4.5

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4.32 Form of 1.500% Note due September 15, 2028

Form 8-K filed on September 21, 2021, Exhibit 4.2

Form 8-K filed September 21, 2021, Exhibit 4.2

4.33 Form of 1.875% Note due September 15, 2031

Form 8-K filed on September 21, 2021, Exhibit 4.3

Form 8-K filed September 21, 2021, Exhibit 4.3

4.34 Form of 2.750% Note due September 15, 2051

Form 8-K filed on September 21, 2021, Exhibit 4.4

Form 8-K filed September 21, 2021, Exhibit 4.4

4.35 Form of 2.700% Note due April 15, 2025

Form 8-K filed March 28, 2022, Exhibit 4.2

4.36 Form of 2.875% Note due April 15, 2027

Form 8-K filed March 28, 2022, Exhibit 4.3

4.37 Form of 3.250% Note due April 15, 2032

Form 8-K filed March 28, 2022, Exhibit 4.4

4.38 Form of 3.625% Note due April 15, 2052

Form 8-K filed March 28, 2022, Exhibit 4.5

4.39 Form of 4.000% Note due September 15, 2025

Form 8-K filed September 19, 2022, Exhibit 4.2

4.40 Form of 4.500% Note due September 15, 2032

Form 8-K filed September 19, 2022, Exhibit 4.3

4.41 Form of 4.950% Note due September 15, 2052

Form 8-K filed September 19, 2022, Exhibit 4.4

4.42 Description of Securities

6 unchanged sentences

10.3 † The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)

Form 8-K filed on August 20, 2007, Exhibit 10.1

Form 8-K filed August 20, 2007, Exhibit 10.1

10.4 † Amendment No.

5 unchanged sentences

10.6 † The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 10-Q for the fiscal quarter ended May 5, 2013, Exhibit 10.1

10.7 † Amendment No.

1 to The Home Depot, Inc.

2005 Omnibus Stock Incentive Plan and The Home Depot, Inc.

1997 Omnibus Stock Incentive Plan

Form 10-K for the fiscal year ended January 31, 2010, Exhibit 10.6

10.8 † The Home Depot FutureBuilder Restoration Plan

Form 8-K filed on August 20, 2007, Exhibit 10.2

Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022

Form 10-Q for the fiscal quarter ended July 31, 2022, Exhibit 10.1

Fiscal 2022 Form 10-K 68

Exhibit Description Reference

10.7 † The Home Depot FutureBuilder Restoration Plan

Form 8-K filed August 20, 2007, Exhibit 10.2

10.8 † Amendment No.1 to The Home Depot FutureBuilder Restoration Plan

Form 10-K for the fiscal year ended February 2, 2014, Exhibit 10.8

10.9 *† HD Supply Restoration Plan

10.10 † The Home Depot, Inc.

Nonemployee Directors’ Deferred Stock Compensation Plan

Form 8-K filed on August 20, 2007, Exhibit 10.3

10.11 † The Home Depot, Inc.

Amended and Restated Management Incentive Plan (Effective November 21, 2013)

Form 10-K for the fiscal year ended February 2, 2014, Exhibit 10.10

Form 8-K filed August 20, 2007, Exhibit 10.3

10.11 † The Home Depot Amended and Restated Management Incentive Plan (effective January 31, 2022)

Form 8-K filed May 24, 2022, Exhibit 10.1

10.12 † The Home Depot, Inc.

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Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.1

10.14 † Form of Executive Officer Nonqualified Stock Option Award Pursuant to The Home Depot, Inc.

2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 13, 2009, Exhibit 10.4

10.14 † Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc.

2005 Omnibus Stock Incentive Plan

Form 8-K filed on November 15, 2007, Exhibit 10.1

Form 8-K filed November 15, 2007, Exhibit 10.1

10.15 † Form of Equity Award Terms and Conditions Agreement Pursuant to The Home Depot, Inc.

2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 2, 2011, Exhibit 10.1

Form 8-K filed March 2, 2011, Exhibit 10.1

10.16 † Form of Executive Officer Equity Award Terms and Conditions Agreement Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 6, 2013, Exhibit 10.1

Form 8-K filed March 6, 2013, Exhibit 10.1

10.17 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 8, 2016, Exhibit 10.1

Form 8-K filed March 8, 2016, Exhibit 10.1

10.18 † Form of Executive Officer Equity Award Agreement (Performance Based Restricted Stock) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 8, 2016, Exhibit 10.2

10.20 † Form of Executive Officer Equity Award Agreement (Performance Shares) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 8, 2016, Exhibit 10.3

Form 8-K filed March 8, 2016, Exhibit 10.2

10.19 † Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc.

1 unchanged sentence

Form 10-K for the fiscal year ended January 29, 2017, Exhibit 10.21

10.22 † Form of Executive Officer Equity Award Agreement (Performance Shares) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on February 28, 2018, Exhibit 10.1

10.20 † Form of Executive Officer Equity Award Agreement (Performance Based Restricted Stock) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on February 28, 2018, Exhibit 10.2

Form 8-K filed February 28, 2018, Exhibit 10.2

10.21 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on February 28, 2018, Exhibit 10.3

10.25 † Form of Executive Officer Equity Award Agreement (Performance Shares) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 4, 2019, Exhibit 10.1

Exhibit Description Reference

Form 8-K filed February 28, 2018, Exhibit 10.3

10.22 † Form of Executive Officer Equity Award Agreement (Performance-Based Restricted Stock) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 4, 2019, Exhibit 10.2

Form 8-K filed March 4, 2019, Exhibit 10.2

10.23 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 4, 2019, Exhibit 10.3

Form 8-K filed March 4, 2019, Exhibit 10.3

Fiscal 2022 Form 10-K 69

Exhibit Description Reference

10.24 † Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc.

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 2, 2020, Exhibit 10.1

Form 8-K filed March 2, 2020, Exhibit 10.1

10.25 † Form of Executive Officer Restricted Stock and Stock Option Award Agreement Pursuant to The Home Depot, Inc.

3 unchanged sentences

Amended and Restated 2005 Omnibus Stock Incentive Plan

Form 8-K filed on March 1, 2021, Exhibit 10.1

10.31 † Employment Arrangement between Craig A.

Menear and The Home Depot, Inc., dated October 16, 2014

Form 10-Q for the fiscal quarter ended November 2, 2014, Exhibit 10.2

Form 8-K filed March 1, 2021, Exhibit 10.1

10.27 † Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.

Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022

Form 8-K filed May 24, 2022, Exhibit 10.2

10.28 † Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.

Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022

Form 8-K filed May 24, 2022, Exhibit 10.3

10.29 † Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc.

Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022

Form 8-K filed May 24, 2022, Exhibit 10.4

10.30 † Employment Arrangement between Edward P.

Decker and The Home Depot, Inc., dated February 24, 2022

Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.1

10.31 † Employment Arrangement between Richard V.

1 unchanged sentence

Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1

10.33 † Employment Arrangement between Edward P.

Decker and The Home Depot, Inc., dated October 1, 2020

10.32 † Employment Arrangement between Craig A.

Menear and The Home Depot, Inc., dated October 16, 2014

Form 10-Q for the fiscal quarter ended November 2, 2014, Exhibit 10.2

10.33 † Employment Arrangement between Craig A.

Menear and The Home Depot, Inc., dated February 24, 2022

Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.2

10.34 † Employment Arrangement between Ann-Marie Campbell and The Home Depot, Inc., dated October 1, 2020

Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.3

10.35 *† Employment Arrangement between Jeff Kinnaird and The Home Depot, Inc., dated October 1, 2020

10.36 † Employment Arrangement between Matthew A.

Carey and The Home Depot, Inc., dated August 22, 2008, as amended on September 3, 2008

Form 10-K for the fiscal year ended January 30, 2011, Exhibit 10.36

Carey and The Home Depot, Inc., dated April 19, 2022

Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.3

21 * List of Subsidiaries of the Company

23 * Consent of Independent Registered Public Accounting Firm

31.1 * Certification of Chief Executive Officer and President pursuant to Rule 13a-14(a)

31.1 * Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a)

31.2 * Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)

32.1 ‡ Certification of Chief Executive Officer and President furnished pursuant Section 906 of the Sarbanes-Oxley Act of 2002

32.1 ‡ Certification of the C hair, Pr e siden t and Chief Executive Officer furnished pursuant Section 906 of the Sarbanes-Oxley Act of 2002

Fiscal 2022 Form 10-K 70

Exhibit Description Reference

32.2 ‡ Certification of Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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XBRL Taxonomy Extension Definition Linkbase Document

Exhibit Description Reference

XBRL Taxonomy Extension Label Linkbase Document

5 unchanged sentences

Form 10-K Summary.

Fiscal 2022 Form 10-K 71

Pursuant to the requirements of Section 13 or 15(d) 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/ E DWARD P.

Decker, Chief Executive Officer and President

Decker, Chair, President and Chief Executive Officer

March 15, 2023

2 unchanged sentences

/s/ E DWARD P.

Chief Executive Officer, President and Director (Principal Executive Officer)

Chair, President and Chief Executive Officer

(Principal Executive Officer)

/s/ R ICHARD V.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ S TEPHEN L.

Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)

/s/ C RAIG A.

Chair of the Board

Vice President, Chief Accounting Officer and Corporate Controller

(Principal Accounting Officer)

/s/ G ERARD J.

11 unchanged sentences

Caryn Seidman-Becker

Fiscal 2022 Form 10-K 72

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.

What changed 10-K

Item 9A. Controls and Procedures