|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | |
)) |
| () | | The fair values of our derivative instruments are determined using an income approach and Level 2 inputs, which primarily include the respective interest rate forward curves and discount rates. Our derivative instruments are discussed further in Note 5. 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 and recognized at fair value on a nonrecurring basis during fiscal 2024, fiscal 2023, or fiscal 2022. See Note 13 for discussion on the fair values of assets acquired and liabilities assumed from business combinations. 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.
| | $ | | | | $ | | | | $ | | |
9.
million shares plus a number of shares (not to exceed million) related to underlying awards outstanding as of May 19, 2022, which can be returned to the share pool if those awards are subsequently terminated or expire unexercised, or are cancelled, forfeited or lapse for any reason, with any award other than a stock option or stock appreciation right reducing the number of shares available for issuance by shares. At February 2, 2025, there were approximately million shares available for future grants under the Omnibus Plan. No additional equity awards could be issued from the 1997 Plan after May 26, 2005. | | $ | | | | $ | | |
| Income tax benefit | () | | | () | | | () | |
| After-tax stock-based compensation expense | $ | | | | $ | | | | $ | | |
At February 2, 2025, there was $ million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of .
% per year commencing on the second anniversary date of the grant and expire on the tenth anniversary date of the grant. Additionally, a majority of our stock options may become non-forfeitable upon the associate reaching age , provided the associate has had of continuous service. There are no incentive stock options outstanding under the Plans.We estimate the fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model. Our determination of fair value of stock option awards is affected by our stock price as well as assumptions regarding a number of variables.
| | $ | | | | $ | | |
| Risk-free interest rate | | % | | | % | | | % |
Expected volatility | | % | | | % | | | % |
Dividend yield | | % | | | % | | | % |
Expected term | years | | years | | years |
The risk-free interest rate is based on the U.S. Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the expected term of the options. Expected volatility is based on a combination of historical and implied volatility of our stock. The expected term is based on an analysis of historical and expected future exercise patterns.
| | $ | | |
| Granted | | | | | |
| Exercised | () | | | | |
| Forfeited | () | | | | |
| Outstanding at end of year | | | | | |
| | $ | | | | $ | | | | | $ | | | | years | | $ | | | | Exercisable | | | | | | | years | | | |
Shares of common stock issued from stock option exercises may be issued from authorized and unissued common stock or treasury stock.
. At the grant date of the award, recipients of restricted stock are granted voting rights and generally receive dividends on unvested shares, paid in the form of cash on each dividend payment date. Dividends paid on unvested shares were immaterial for fiscal 2024, fiscal 2023, and fiscal 2022. Additionally, the majority of our restricted stock awards may become non-forfeitable upon the associate’s attainment of age , provided the associate has had of continuous service. The fair value of restricted stock is based on the closing stock price on the date of grant and is expensed over the period during which the restrictions lapse.Restricted Stock Units. Each restricted stock unit entitles the associate to share of common stock to be received upon vesting up to after the grant date. Additionally, the majority of these awards may become non-forfeitable upon the associate reaching age , provided the associate has had of continuous service. Recipients of restricted stock units have no voting rights until the vesting of the award. Recipients receive dividend equivalents that accrue on unvested units and are paid out in the form of additional shares of stock on the vesting date. The fair value of restricted stock units is based on the closing stock price on the date of grant and is expensed over the period during which the units vest.
| | $ | | | Granted (1) | | | | | |
| Vested | () | | | | |
| Forfeited | () | | | | |
| Nonvested at end of year | | | | | |
—————
| | $ | | | | $ | | | Performance Share Awards. We also grant performance share awards under the Plans. Recipients of performance share awards have no voting rights until the shares are issued following completion of the performance period. Dividend equivalents accrue on performance shares (as reinvested shares) and are paid upon the payout of the award based upon the actual number of shares earned.
Certain of these performance share awards provide for the issuance of shares of our common stock at the end of a performance cycle based upon our performance against target average ROIC and operating profit over that performance cycle. These awards become non-forfeitable upon the associate’s attainment of age , provided the associate has had of continuous service and minimum performance targets are achieved. The fair value of these performance share awards is based on the closing stock price on the date of grant.
Separately, in relation to the SRS acquisition, we also granted performance share awards to various SRS employees. These awards provide for the issuance of shares of our common stock at the end of a performance period. A portion of these awards are subject to the achievement of SRS EBITDA and sales targets, and a portion of these awards are subject to market conditions based on our stock price performance. The fair value of the portion of the awards subject to the achievement of EBITDA and sales targets were valued based on the closing stock price on the grant date. The portion of the awards subject to market conditions were valued using a Monte Carlo simulation on the date of grant.
| | | | Risk-free interest rate | | % | | |
Expected volatility | | % | | |
Dividend yield | | % | | |
Award term | years | | | The risk-free interest rate is based on the U.S. Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the term of the award. Expected volatility is based on a combination of historical and implied volatility of our stock. The award term is based on the vesting period of the award.
| | $ | | |
Granted (1) | | | | | |
Vested | () | | | | |
| Forfeited | () | | | | |
| Nonvested at end of year | | | | | |
—————
(1) Includes performance share awards issued in relation to the SRS acquisition.
| | $ | | | | $ | | | Deferred Shares. We grant awards of deferred shares to non-employee directors under the Plans. Each deferred share entitles the non-employee director to one share of common stock to be received following termination of Board service. Recipients of deferred shares have no voting rights and receive dividend equivalents that accrue and are paid out in the form of additional shares of stock upon payout of the underlying shares following termination of service. The fair value of the deferred shares is based on the closing stock price on the date of grant and is expensed immediately upon grant.
| | | | | | | Employee Stock Purchase Plans
ESPPs: a U.S. and a non-U.S. plan. The plan for U.S. associates is a tax-qualified plan under Section 423 of the Internal Revenue Code. The non-U.S. plan is not a Section 423 plan. At February 2, 2025, there were approximately million shares available under the U.S. plan and approximately million shares available under the non-U.S. plan. The purchase price of shares under the ESPPs is equal to % of the stock’s fair market value on the last day of the purchase period, which is a period ending on December 31 and June 30 of each year. During fiscal 2024, there were approximately million shares purchased under the ESPPs at an average price of $. Under the outstanding ESPPs at February 2, 2025, associates have contributed $ million to purchase shares at % of the stock’s fair market value on the last day of the current purchase period, June 30, 2025.
10.
| | $ | | | | $ | | | At February 2, 2025, the Benefit Plans and the Restoration Plans held a total of million shares of our common stock in trusts for plan participants.
11.
| | | | | | | Effect of potentially dilutive securities (1) | | | | | | | | |
| Diluted weighted average common shares | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Anti-dilutive securities excluded from diluted weighted average common shares | | | | | | | | |
—————
12.
million, primarily related to certain business transactions, including insurance programs, trade contracts, and construction contracts.
13.
| Fair value of common stock issued (1) | | |
Total purchase consideration | $ | | |
—————
(1) In connection with the acquisition, certain members of SRS’s management team concurrently reinvested a portion of their respective after-tax merger consideration proceeds into shares of the Company’s common stock. A portion of such shares of Company common stock are fully vested, and accordingly, the fair value of such shares was recorded as non-cash purchase consideration. A portion of such shares of Company common stock, which replaced legacy SRS stock-based awards, are subject to service-based vesting conditions over a period and become forfeitable if such vesting conditions are not satisfied. Accordingly, a portion of the fair value of these shares was recorded as non-cash purchase consideration, and the remainder will be recorded as post-combination expense over the vesting period. The fair value of these shares, including the amount which will be recorded as post-combination compensation expense, is not material.
Allocation of Consideration Transferred. We recorded a preliminary allocation of the purchase price to assets acquired and liabilities assumed based on their estimated fair values as of June 18, 2024.
| Receivables | | |
Merchandise inventories | | |
Property and equipment | | |
Goodwill | | |
Intangible assets | | |
Other current and non-current assets | | |
Total assets acquired | $ | | |
Accounts payable | $ | | |
Other current liabilities | | |
Deferred tax liabilities (1) | | |
Other long-term liabilities | | |
Total liabilities assumed | $ | | |
| Net assets acquired | $ | | |
—————(1) Primarily resulting from the difference in book and tax basis related to identifiable intangible assets.
The acquisition date fair values of identifiable intangible assets were determined by using certain estimates and assumptions that are not observable in the market. The Company used the multi-period excess earnings method to determine the estimated acquisition date fair values of the customer relationships intangible assets. The significant assumptions used to estimate the fair values of customer relationships included forecasted revenues, expected customer attrition rates, and the discount rate applied. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives.
| $ | | | Trade names | | | | |
Total identifiable intangible assets | | | $ | | |
billion of goodwill related to the acquisition to be deductible for U.S. federal and state income tax purposes. At this time, all preliminary goodwill has been allocated to our SRS reporting units and no goodwill currently resides in our Primary segment.We have completed valuation analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions; however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. Areas that remain preliminary primarily relate to income taxes, as well as any changes to residual goodwill resulting from measurement period adjustments. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined. Measurement period adjustments recognized during fiscal 2024 were immaterial.
Results of Operations. Net sales attributable to SRS since the completion of the acquisition and included within our results of operations for fiscal 2024 totaled $ billion. Net earnings attributable to SRS since the completion of the acquisition and included within our results of operations for fiscal 2024 were immaterial.
Pro forma results of operations would not be materially different as a result of the acquisition and therefore are not presented.
Other Fiscal 2024 Acquisitions
All other acquisitions completed during fiscal 2024 were immaterial both individually and in the aggregate.
Fiscal 2023 Acquisitions
During fiscal 2023, we completed individually immaterial acquisitions for total aggregate cash purchase consideration of $ billion. We recognized aggregate definite-lived intangible assets of $ million with a weighted average amortization period of years, primarily related to customer relationships, and goodwill of $ billion. The goodwill arising from the acquisitions resides in our Primary segment and is primarily attributable to operational synergies and acceleration of growth strategy, as well as the assembled workforce. The portion of goodwill generated through these acquisitions that is expected to be deductible for U.S. federal and state tax purposes is not material. Measurement period adjustments recognized during fiscal 2024 were immaterial and our purchase price allocations are now finalized.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
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 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
We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems. 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 February 2, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
The Home Depot, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited The Home Depot, Inc. 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. 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 fiscal year ended 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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Atlanta, Georgia
March 20, 2025
Item 9B. Other Information.
During the fiscal quarter ended February 2, 2025, no director or executive officer of the Company or 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. 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,” “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:
WILLIAM D. BASTEK, age 58, 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 for hardware and tools from December 2013 to January 2019. Mr. Bastek began his career in 1989 at HD Supply, formerly known as Maintenance Warehouse, which was originally acquired by the Company in 1997. Mr. 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. Mr. 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. From October 2020 to October 2023, she served as Executive Vice President – U.S. Stores and International Operations, from February 2016 to October 2020, she served as Executive Vice President – U.S. 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. Ms. 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. 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.
EDWARD P. DECKER, age 62, 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. From August 2014 to October 2020, he served as Executive Vice President – Merchandising, and from October 2006 through July 2014, he served as Senior Vice President – Retail Finance, Pricing Analytics, and Assortment Planning. Mr. Decker joined The Home Depot in 2000 and held various strategic planning roles, including serving as Vice President – Strategic Business Development from November 2002 to April 2006 and Senior Vice President – Strategic Business and Asset Development from April 2006 to September 2006. Prior to joining the Company, Mr. Decker held various positions in strategic planning, business development, finance, and treasury at Kimberly-Clark Corp. and Scott Paper Co., both of which are consumer products companies.
TIMOTHY A. 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. Prior to his role as Division President, Mr. Hourigan served in various human resources roles with the Company, including Vice President – Human Resources, U.S. Stores and Operations from September 2013 to February 2016; Vice President – Compensation and Benefits from February 2007 to September 2013; and Vice President – Human Resources from July 2002 to February 2007.
RICHARD V. 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 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. Retail finance, strategic and financial planning, and business development activity. Mr. McPhail served as Senior Vice President, Global FP&A, Strategy, and New Business Development, from March 2013 to August 2014. 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. Prior to Marconi, Mr. McPhail held positions with Wachovia Securities and Arthur Andersen.
HECTOR PADILLA, age 50, has been Executive Vice President – U.S. Stores and Operations since November 2023. He previously served as Executive Vice President – Outside Sales & Services from May 2021 to October 2023, Division President of the Southern Division from June 2017 to May 2021, and Senior Vice President – Operations from November 2014 to June 2017. Mr. Padilla began his career with The Home Depot in 1994 as a store associate and has held roles of increasing responsibility since he joined the Company, serving in various management roles with oversight of field operations and services.
TERESA WYNN ROSEBOROUGH, age 66, has been Executive Vice President, General Counsel and Corporate Secretary since November 2011. 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 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. Ms. 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. Mr. 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. 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.
Item 11. 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to the section entitled “Corporate Governance” in our Proxy Statement.
Item 14. Principal Accountant Fees and Services.
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.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The following documents are filed as part of this report:
1. Financial Statements
The following financial statements are set forth in Item 8 hereof:
•Report of Independent Registered Public Accounting Firm (, , Auditor Firm ID: );
•Consolidated Balance Sheets as of February 2, 2025 and January 28, 2024;
•Consolidated Statements of Earnings for fiscal 2024, fiscal 2023, and fiscal 2022;
•Consolidated Statements of Comprehensive Income for fiscal 2024, fiscal 2023, and fiscal 2022;
•Consolidated Statements of Stockholders’ Equity for fiscal 2024, fiscal 2023, and fiscal 2022;
•Consolidated Statements of Cash Flows for fiscal 2024, fiscal 2023, and fiscal 2022; and
•Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
All schedules are omitted, as the required information is inapplicable or the information is presented in our consolidated financial statements or related notes.
3. Exhibits
Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below. Our Current, Quarterly, and Annual Reports are filed with the SEC under File No. 1-8207. Our Registration Statements have the file numbers noted wherever such statements are identified in the following list of exhibits. 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 | | |
2.1 | ** | | | Form 10-Q for the fiscal quarter ended April 28, 2024, Exhibit 2.1 | | |
| 3.1 | | | | Form 10-Q for the fiscal quarter ended July 31, 2011, Exhibit 3.1 | | |
| 3.2 | | | | Form 8-K filed February 28, 2023, Exhibit 3.2 | | |
| 4.1 | | | | Form S-3 (File No. 333-124699) filed May 6, 2005, Exhibit 4.1 | | |
| 4.2 | | | | Form S-3 (File No. 333-183621) filed August 29, 2012, Exhibit 4.3 | | |
| | | | | | | | | | | | | | | | |
| Exhibit | | Description | | Reference | | |
4.3 | | | | Form 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33 | | |
10.1 | ** | | | Form 10-Q for the fiscal quarter ended July 28, 2024, Exhibit 10.1 | | |
10.2 | † | | | Form 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1 | | |
10.3 | † | | | Form 10-K for the fiscal year ended February 3, 2013, Exhibit 10.2 | | |
10.4 | † | | | Form 8-K filed August 20, 2007, Exhibit 10.1 | | |
10.5 | † | | | Form 10-K for the fiscal year ended January 31, 2010, Exhibit 10.4 | | |
10.6 | † | | | Form 10-K for the fiscal year ended January 31, 2021, Exhibit 10.5 | | |
10.7 | † | | | Form 10-Q for the fiscal quarter ended July 31, 2022, Exhibit 10.1 | | |
10.8 | † | | | Form 8-K filed August 20, 2007, Exhibit 10.2 | | |
| 10.9 | † | | | Form 10-K for the fiscal year ended February 2, 2014, Exhibit 10.8 | | |
| 10.10 | † | | | Form 8-K filed August 20, 2007, Exhibit 10.3 | | |
| 10.11 | † | | | Form 8-K filed May 24, 2022, Exhibit 10.1 | | |
| 10.12 | † | | | Form 10-Q for the fiscal quarter ended April 29, 2012, Exhibit 10.1 | | |
| 10.13 | † | | | Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.1 | | |
| 10.14 | † | | | Form 8-K filed November 15, 2007, Exhibit 10.1 | | |
10.15 | † | | | Form 8-K filed March 8, 2016, Exhibit 10.1 | | |
10.16 | † | | | Form 10-K for the fiscal year ended January 29, 2017, Exhibit 10.21 | | |
10.17 | † | | | Form 8-K filed February 28, 2018, Exhibit 10.3 | | |
10.18 | † | | | Form 8-K filed March 4, 2019, Exhibit 10.2 | | |
| | | | | | | | | | | | | | | | |
| Exhibit | | Description | | Reference | | |
10.19 | † | | | Form 8-K filed March 4, 2019, Exhibit 10.3 | | |
10.20 | † | | | Form 8-K filed March 2, 2020, Exhibit 10.1 | | |
10.21 | † | | | Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.4 | | |
10.22 | † | | | Form 8-K filed March 1, 2021, Exhibit 10.1 | | |
10.23 | † | | | Form 8-K filed May 24, 2022, Exhibit 10.2 | | |
10.24 | † | | | Form 8-K filed May 24, 2022, Exhibit 10.3 | | |
10.25 | † | | | Form 8-K filed February 28, 2023, Exhibit 10.1 | | |
10.26 | † | | | Form 8-K filed February 28, 2023, Exhibit 10.2 | | |
10.27 | † | | | Form 8-K filed May 24, 2022, Exhibit 10.4 | | |
10.28 | † | | | Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.1 | | |
10.29 | † | | | Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1 | | |
10.30 | † * | | | | | |
10.31 | † | | | Form 10-Q for the fiscal quarter ended October 29, 2023, Exhibit 10.1 | | |
10.32 | † | | | Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.3 | | |
10.33 | † | | | Form 10-K for the fiscal year ended January 28, 2024, Exhibit 10.37 | | |
| | | | | | | | | | | | | | | | |
| Exhibit | | Description | | Reference | | |
19.1 | * | | | | | |
| 21 | * | | | | | |
| 23 | * | | | | | |
| 31.1 | * | | | | | |
| 31.2 | * | | | | | |
| 32.1 | ‡ | | | | | |
| 32.2 | ‡ | | | | | |
| 97 | | | | Form 10-K for the fiscal year ended January 28, 2024, Exhibit 97 | | |
| 101.INS | *
| 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 | | | | |
| 101.SCH | *
| XBRL Taxonomy Extension Schema Document | | | | |
| 101.CAL | *
| XBRL Taxonomy Extension Calculation Linkbase Document | | | | |
| 101.DEF | *
| XBRL Taxonomy Extension Definition Linkbase Document | | | | |
| 101.LAB | *
| XBRL Taxonomy Extension Label Linkbase Document | | | | |
| 101.PRE | *
| XBRL Taxonomy Extension Presentation Linkbase Document | | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | |
—————
† Management contract or compensatory plan or arrangement
* Filed herewith
‡ 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.
Item 16. Form 10-K Summary.
None.
SIGNATURES
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.
| | | | | | | | |
THE HOME DEPOT, INC.
(Registrant) |
| |
| By: | | /s/ EDWARD P. DECKER |
| | Edward P. Decker, Chair, President and Chief Executive Officer |
|
| Date: | March 20, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 20, 2025.
| | | | | | | | |
| Signature | | Title |
| | |
/s/ EDWARD P. DECKER | | Chair, President and Chief Executive Officer
(Principal Executive Officer) |
| Edward P. Decker | |
| | |
/s/ RICHARD V. MCPHAIL | | Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
| Richard V. McPhail | |
| | |
/s/ KIMBERLY R. SCARDINO | | Senior Vice President — Finance, Chief Accounting Officer and Controller
(Principal Accounting Officer) |
| Kimberly R. Scardino | |
| | |
/s/ GERARD J. ARPEY | | Director |
| Gerard J. Arpey | | |
| | |
/s/ ARI BOUSBIB | | Director |
| Ari Bousbib | | |
| | |
/s/ JEFFERY H. BOYD | | Director |
| Jeffery H. Boyd | | |
| | |
/s/ GREGORY D. BRENNEMAN | | Director |
| Gregory D. Brenneman | | |
| | |
/s/ J. FRANK BROWN | | Director |
| J. Frank Brown | | |
| | |
/s/ WAYNE M. HEWETT | | Director |
| Wayne M. Hewett | | |
| | |
/s/ MANUEL KADRE | | Director |
| Manuel Kadre | | |
| | |
/s/ STEPHANIE C. LINNARTZ | | Director |
| Stephanie C. Linnartz | | |
| | |
/s/ PAULA A. SANTILLI | | Director |
| Paula A. Santilli | | |
| | |
/s/ CARYN SEIDMAN-BECKER | | Director |
| Caryn Seidman-Becker | | |
Similar companies
See also LOWES COMPANIES INC -
Annual report 2024 (10-K 2024-02-02)
Annual report 2023 (10-Q 2023-08-04)
See also Builders FirstSource, Inc. -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
See also Floor & Decor Holdings, Inc. -
Annual report 2022 (10-K 2022-12-29)
Annual report 2025 (10-Q 2025-06-26)
See also LL Flooring Holdings, Inc. -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
See also JEWETT CAMERON TRADING CO LTD -
Annual report 2022 (10-K 2022-08-31)
Annual report 2023 (10-Q 2023-05-31)
Open main menu
