What changed in this filing

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Item 9A. Controls and Procedures

2025-03-21 compared with 2024-03-13 · 60 added, 130 removed, 266 unchanged (42% of the section changed)

6 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28, 2024 based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of January 28, 2024 in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The effectiveness of our internal control over financial reporting as of January 28, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 2, 2025 based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of February 2, 2025 in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Management excluded SRS, which was acquired on June 18, 2024, from our assessment of internal control over financial reporting as of February 2, 2025.

SRS represents approximately 7% of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately 4% of the Company’s consolidated net sales as of and for the year ended February 2, 2025.

This exclusion is in accordance with the SEC staff's general guidance that an assessment of an acquired business may be omitted from the scope of management's assessment for one year following the acquisition.

See Note 13 to our consolidated financial statements for further discussion of the SRS acquisition.

The effectiveness of our internal control over financial reporting as of February 2, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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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 transformation continues.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended January 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended February 2, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Fiscal 2024 Form 10-K

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We have audited The Home Depot, Inc.

and its subsidiaries' (the Company) internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 28, 2024 and January 29, 2023, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January 28, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 13, 2024 expressed an unqualified opinion on those consolidated financial statements.

and its subsidiaries' (the Company) internal control over financial reporting as of February 2, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 2, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 2, 2025 and January 28, 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 2, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 20, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired SRS Distribution Inc.

(SRS) during fiscal 2024 and management excluded SRS from its assessment of the effectiveness of the Company’s internal control over financial reporting as of February 2, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of SRS.

Basis for Opinion

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Other Information.

During the fiscal quarter ended January 28, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of the SEC’s Regulation S-K.

During the fiscal quarter ended February 2, 2025, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of the SEC’s Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Directors, Executive Officers and Corporate Governance.

Information required by this item, other than the information regarding the executive officers set forth below, is incorporated by reference to the sections entitled “Election of Directors,” “Corporate Governance,” “General,” and “Audit Committee Report” in our Proxy Statement for the 2024 Annual Meeting of Shareholders (“Proxy Statement”).

Executive officers are appointed by, and serve at the pleasure of, the Board of Directors.

Information required by this item, other than the information regarding the executive officers set forth below, is incorporated by reference to the sections entitled “Election of Directors,” “Corporate Governance,” “Executive Compensation,” “General,” and “Audit Committee Report” in our Proxy Statement for the 2025 Annual Meeting of Shareholders (“Proxy Statement”).

Executive officers are appointed by, and serve at the pleasure of, the Board.

Our executive officers are as follows:

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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.

JORDAN BROGGI, age 41, has been Executive Vice President – Customer Experience and President – Online since June 2024.

He served as Senior Vice President and President – Online from May 2022 to June 2024.

From October 2020 through May 2022, he served as Senior Vice President, Finance and from October 2016 to October 2020, he served as Vice President, Finance.

Broggi joined the Company in 2013 and has held roles of increasing responsibility in merchandising finance, supply chain finance, financial planning and analysis and strategic business development.

Prior to joining the Company, he held various positions in finance and strategy with LexisNexis, Bain & Company, and General Motors.

ANN-MARIE CAMPBELL, age 59, has been Senior Executive Vice President since November 2023.

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Stores, from January 2009 to February 2016, she served as Division President of the Southern Division, and from December 2005 to January 2009, she served as Vice President – Vendor Services.

Campbell began her career with The Home Depot in 1985 as a cashier and has held roles of increasing responsibility since she joined the Company, including vice president roles in the Company’s operations, merchandising, and marketing departments.

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

CAREY, age 59, 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.

Carey was previously with Wal-Mart Stores, Inc., a general merchandise retailer, from June 1985 to December 2005.

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.

Campbell began her career with The Home Depot in 1985 as a cashier and has held roles of increasing responsibility, including vice president roles in the Company’s operations, merchandising, and marketing departments.

JOHN DEATON, age 51, has been Executive Vice President – Supply Chain & Product Development since November 2021.

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Fiscal 2024 Form 10-K

HOURIGAN, age 67, has been Executive Vice President – Human Resources since June 2017.

HOURIGAN, age 68, has been Executive Vice President – Human Resources since June 2017 and has announced plans to retire in June 2025.

From February 2016 through June 2017, he served as Division President of the Southern Division.

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McPHAIL, age 54, has been Executive Vice President and Chief Financial Officer since September 2019.

From August 2017 through August 2019, he served as Senior Vice President, Finance Control and Administration of the Company, and was responsible for enterprise financial reporting and operations, financial planning and analysis, treasury, payments, tax, and international financial operations.

From August 2017 through August 2019, he served as Senior Vice President, Finance Control and Administration of the Company, and was responsible for financial planning and analysis, enterprise financial reporting and operations, commercial financial services, treasury, tax, and international financial operations.

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

1 unchanged sentence

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

Vice President, Strategic Business Development, from January 2007 to March 2013;

and director of Strategic Business Development from May 2005 to January 2007.

Prior to joining the Company in 2005, Mr.

McPhail joined the Company in 2005 and served in roles of increasing responsibility in finance, strategy and business development from May 2005 to March 2013.

Prior to joining the Company, Mr.

McPhail served as executive vice president of corporate finance for Marconi Corporation plc in London, England.

7 unchanged sentences

From April 2006 through November 2011, Ms.

Roseborough served in several legal positions with MetLife, Inc., a provider of insurance and other financial services, including Senior Chief Counsel – Compliance & Litigation and most recently as Deputy General Counsel.

Prior to joining MetLife, Ms.

Roseborough was a partner with the law firm Sutherland Asbill & Brennan LLP from February 1996 through March 2006 and a Deputy Assistant Attorney General in the Office of Legal Counsel of the United States Department of Justice from January 1994 through February 1996.

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

Roseborough serves as a director of Hartford Insurance Group, Inc.

(formerly known as The Hartford Financial Services Group, Inc.), an investment and insurance company.

MICHAEL ROWE, age 57, currently serves as Executive Vice President - Pro.

He previously served as President of The Home Depot Canada from October 2020 to February 2025.

From November 2016 to October 2020, he served as Vice President of Online, Marketing and Contractor Services for The Home Depot Canada, where he was responsible for marketing, advertising, e-commerce, installation services, contractor services, and strategy.

Rowe joined The Home Depot in 2006, serving in various roles for The Home Depot Canada, including Chief Financial Officer, Vice President of Finance and Contractor Services, Procurement and Strategic Business Development.

Prior to joining the Company, Mr.

Rowe held positions of increasing responsibility at Maple Leaf Foods, Reckitt Benckiser and Procter & Gamble.

FAHIM SIDDIQUI, age 58, has been Executive Vice President and Chief Information Officer since April 2022.

9 unchanged sentences

The information required by this item is incorporated by reference to the sections entitled “Beneficial Ownership of Common Stock” and “Executive Compensation – Equity Compensation Plan Information” in our Proxy Statement.

Fiscal 2024 Form 10-K

Certain Relationships and Related Transactions, and Director Independence.

2 unchanged sentences

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 2023 Form 10-K

Exhibit and Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this report:

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• Report of Independent Registered Public Accounting Firm ( KPMG LLP , Atlanta, GA , Auditor Firm ID:

• Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023;

• Consolidated Balance Sheets as of February 2, 2025 and January 28, 2024;

• Consolidated Statements of Earnings for fiscal 2024, fiscal 2023, and fiscal 2022;

9 unchanged sentences

We will furnish a copy of any exhibit to shareholders without charge upon written request to Investor Relations, The Home Depot, Inc., 2455 Paces Ferry Road, Atlanta, Georgia 30339, via the internet at http://ir.homedepot.com, or by calling Investor Relations at (770) 384-2871.

The Company is not filing any instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

Copies of such instruments will be furnished to the SEC upon request.

Exhibit Description Reference

** Agreement and Plan of Merger, dated as of March 27, 2024 by and among The Home Depot, Inc., Star Acquisition Merger Sub Inc., Shingle Acquisition Holdings, Inc.

and Shingle Acquisition, LP

Form 10-Q for the fiscal quarter ended April 28, 2024, Exhibit 2.1

3.1 Amended and Restated Certificate of Incorporation of The Home Depot, Inc.

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333-183621) filed August 29, 2012, Exhibit 4.3

4.3 Form of 5.875% Senior Note due December 16, 2036

Form 8-K filed December 19, 2006, Exhibit 4.3

4.4 Form of 5.40% Senior Note due September 15, 2040

Form 8-K filed September 10, 2010, Exhibit 4.2

4.5 Form of 5.95% Senior Note due April 1, 2041

Form 8-K filed March 31, 2011, Exhibit 4.2

4.6 Form of 2.700% Senior Note due April 1, 2023

Form 8-K filed April 5, 2013, Exhibit 4.2

4.7 Form of 4.200% Senior Note due April 1, 2043

Form 8-K filed April 5, 2013, Exhibit 4.3

4.8 Form of 3.750% Senior Note due February 15, 2024

Form 8-K filed September 10, 2013, Exhibit 4.3

4.9 Form of 4.875% Senior Note due February 15, 2044

Form 8-K filed September 10, 2013, Exhibit 4.4

4.10 Form of 4.40% Senior Note due March 15, 2045

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

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

Form 8-K filed June 2, 2015, Exhibit 4.3

4.12 Form of 3.35% Note due September 15, 2025

Form 8-K filed September 15, 2015, Exhibit 4.3

4.13 Form of 3.000% Senior Note due April 1, 2026

Form 8-K filed February 12, 2016, Exhibit 4.3

Fiscal 2024 Form 10-K

Exhibit Description Reference

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

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

4.15 Form of 2.125% Note due September 15, 2026

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

4.16 Form of 3.500% Note due September 15, 2056

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

4.17 Form of 3.900% Note due June 15, 2047

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

4.18 Form of 2.800% Note due September 14, 2027

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

4.19 Form of 3.900% Note due December 6, 2028

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

4.20 Form of 4.500% Note due December 6, 2048

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

4.21 Form of 2.950% Note due June 15, 2029

Form 8-K filed June 17, 2019, Exhibit 4.2

4.22 Form of 3.900% Note due June 15, 2047

Form 8-K filed June 17, 2019, Exhibit 4.3

4.23 Form of 2.950% Note due June 15, 2029

Form 8-K filed January 13, 2020, Exhibit 4.2

4.24 Form of 3.125% Note due December 15, 2049

Form 8-K filed January 13, 2020, Exhibit 4.3

4.25 Form of 2.500% Note due April 15, 2027

Form 8-K filed March 30, 2020, Exhibit 4.2

4.26 Form of 2.700% Note due April 15, 2030

Form 8-K filed March 30, 2020, Exhibit 4.3

4.27 Form of 3.300% Note due April 15, 2040

Form 8-K filed March 30, 2020, Exhibit 4.4

4.28 Form of 3.350% Note due April 15, 2050

Form 8-K filed March 30, 2020, Exhibit 4.5

4.29 Form of 0.900% Note due March 15, 2028

Form 8-K filed January 7, 2021, Exhibit 4.2

4.30 Form of 1.375% Note due March 15, 2031

Form 8-K filed January 7, 2021, Exhibit 4.3

4.31 Form of 2.375% Note due March 15, 2051

Form 8-K filed January 7, 2021, Exhibit 4.4

4.32 Form of 1.500% Note due September 15, 2028

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 September 21, 2021, Exhibit 4.3

4.34 Form of 2.750% Note due September 15, 2051

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

F orm of 5.125% Note due A p ril 30, 2025

Form 8-K filed December 4, 2023, Exhibit 4.2

F orm of 4.950% Note due September 30, 2026

Form 8-K filed December 4, 2023, Exhibit 4.3

F orm of 4.900% Note due April 15, 2029

Form 8-K filed December 4, 2023, Exhibit 4.4

Description of Securities

Form 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33

** 364-Day Revolving Credit Facility Agreement dated as of May 7, 2024 by and among The Home Depot, Inc., the banks party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent

Form 10-Q for the fiscal quarter ended July 28, 2024, Exhibit 10.1

† The Home Depot, Inc.

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

Fiscal 2023 Form 10-K

Exhibit Description Reference

† The Home Depot FutureBuilder Restoration Plan

2 unchanged sentences

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

HD Supply Restoration Plan

Form 10-K for the fiscal year ended January 29, 2023, Exhibit 10.9

10.10 † The Home Depot, Inc.

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

† 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 March 6, 2013, Exhibit 10.1

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

10 unchanged sentences

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

Fiscal 2024 Form 10-K

Exhibit Description Reference

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

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

Fiscal 2023 Form 10-K

Exhibit Description Reference

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

19 unchanged sentences

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

E mployment Arrangement between Will iam D.

Bastek and The Home Depot, Inc.

, dated March 14, 2023

† Employment Arrangement between Ann-Marie Campbell and The Home Depot, Inc., dated October 25, 2023

Form 10-Q for the fiscal quarter ended October 29, 2023, Exhibit 10.1

Separation Agreement between Jeffrey G.

Kinnaird and The Home Depot, Inc., dated April 17, 2023

Form 10-Q for the fiscal quarter ended April 30, 2023, Exhibit 10.3

† Employment Arrangement between Matthew A.

1 unchanged sentence

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

Employment Arrangement between Teresa Wynn Roseb orough and The Home Depot, Inc., dated September 28, 20 11

Employment Arrangement between Teresa Wynn Roseborough and The Home Depot, Inc., dated September 28, 2011

Form 10-K for the fiscal year ended January 28, 2024, Exhibit 10.37

Fiscal 2024 Form 10-K

Exhibit Description Reference

Insider Trading Policy

21 * List of Subsidiaries of the Company

6 unchanged sentences

Executive Compensation Clawback Policy

Fiscal 2023 Form 10-K

Exhibit Description Reference

Form 10-K for the fiscal year ended January 28, 2024, Exhibit 97

XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

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‡ Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of the SEC ’ s Regulation S-K

** Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.

The registrant will provide a copy of such omitted documents to the SEC upon request.

Form 10-K Summary.

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F RANK B ROWN

/s/ A LBERT P.

/s/ L INDA R.

/s/ W AYNE M.

6 unchanged sentences

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