HD » Topics » Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

This excerpt taken from the HD 10-Q filed Sep 4, 2007.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a)                                 During the second quarter of fiscal 2007, the Company issued 13,897 deferred stock units under The Home Depot, Inc. NonEmployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The deferred stock units were credited to the accounts of such nonemployee directors who elected to receive board and committee fees in the form of deferred stock units instead of receiving such fees in cash as payment for board and committee meetings held during the second quarter of fiscal 2007. 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.

During the second quarter of fiscal 2007, the Company credited 1,179 deferred stock units to participant accounts under The Home Depot FutureBuilder Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following the termination of services as described in this plan.

(c)                                 Since fiscal 2002, the Company has repurchased shares of its common stock having a value of approximately $16.5 billion. The number and average price of shares purchased in each fiscal month of the second quarter of fiscal 2007 are set forth in the table below:

Period

 

Total
Number of
Shares
Purchased
(1)

 

Average
Price Paid
Per Share
(1)

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Program
(2)

 

Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program
(2)

 

April 30, 2007 – May 27, 2007

 

44,038

 

$

38.79

 

 

$

1,025,170,744

 

May 28, 2007 – June 24, 2007

 

11,663

 

$

39.98

 

 

$

23,525,170,744

 

June 25, 2007 – July 29, 2007

 

19,675

 

$

39.45

 

 

$

23,525,170,744

 

 


(1)       These amounts include repurchases pursuant to the Company’s 1997 and 2005 Omnibus Stock Incentive Plans (the “Plans”). Under the Plans, participants may exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Participants in the Plans may also surrender shares as payment of applicable tax withholding on the vesting of restricted stock and deferred share awards. 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. For the quarter ended July 29, 2007, the following shares of The Home Depot common stock were surrendered by participants in the Plans and included in the total number of shares purchased: Apr. 30, 2007 – May 27, 2007 – 44,038 shares at an average price per share of $38.79; May 28, 2007 – June 24, 2007 – 11,663 shares at an average price per share of $39.98; June 25, 2007 – July 29, 2007 – 19,675 shares at an average price per share of $39.45.

(2)       The Company’s common stock repurchase program was initially announced on July 15, 2002. As of the beginning of the second quarter of fiscal 2007, the Board had approved purchases up to $17.5 billion. On June 18, 2007, the Board authorized an additional $22.5 billion in common stock repurchases for a total authorization of $40.0 billion at the end of the second quarter of 2007.  The program does not have a prescribed expiration date.

21




This excerpt taken from the HD 10-Q filed Jun 6, 2007.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

(a)           During the first quarter of fiscal 2007, the Company issued 4,207 deferred stock units under The Home Depot, Inc. NonEmployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The deferred stock units were credited to the accounts of such nonemployee directors who elected to receive board and committee fees in the form of deferred stock units instead of receiving such fees in cash as payment for board and committee meetings held during the first quarter of fiscal 2007. 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.

During the first quarter of fiscal 2007, the Company credited 84,146 deferred stock units to participant accounts under The Home Depot FutureBuilder Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following the termination of services as described in this plan.

(c)           Since fiscal 2002, the Company has repurchased shares of its common stock having a value of approximately $16.5 billion. The number and average price of shares purchased in each fiscal month of the first quarter of fiscal 2007 are set forth in the table below:

Period

 

Total
Number of
Shares
Purchased
(1)

 

Average
Price Paid
Per Share
(1)

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Program
(2)

 

Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program
(3)

 

January 29, 2007 - February 25, 2007

 

371,428

 

$

42.00

 

 

$

1,116,575,324

 

February 26, 2007 - March 25, 2007

 

2,503,944

 

$

37.46

 

2,500,000

 

$

1,059,036,077

 

March 26, 2007 - April 29, 2007

 

924,343

 

$

36.82

 

919,000

 

$

1,025,170,744

 

 


(1)       These amounts include repurchases pursuant to the Company’s 1997 and 2005 Omnibus Stock Incentive Plans (the “Plans”). Under the Plans, participants may exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Participants in the Plans may also surrender shares as payment of applicable tax withholding on the vesting of restricted stock and deferred share awards. 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. For the quarter ended April 29, 2007, the following shares of The Home Depot common stock were surrendered by participants in the Plans and included in the total number of shares purchased: January 29, 2007 - February 25, 2007 - 371,428 shares at an average price per share of $42.00; February 26, 2007 - March 25, 2007 - 3,944 shares at an average price per share of $38.81; March 26, 2007 - April.29, 2007 -5,343 shares at an average price per share of $38.17.

(2)       The Company’s common stock repurchase program was initially announced on July 15, 2002. As of the beginning of the first quarter of fiscal 2007, the Board had approved purchases up to $17.5 billion. The program does not have a prescribed expiration date.

(3)       During the first quarter of fiscal 2007, the Company settled the accelerated share repurchase transaction executed in December 2006.  The Company elected settlement in cash and received $36 million, which increased the approximate dollar value of shares that may yet be purchased under the program.

20




THE HOME DEPOT, INC. AND SUBSIDIARIES

This excerpt taken from the HD 10-Q filed Dec 6, 2006.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a)                                 During the third quarter of fiscal 2006, the Company issued 4,354 deferred stock units under The Home Depot, Inc. NonEmployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.  The deferred stock units were credited to the accounts of such nonemployee directors as a result of such directors having elected to receive board and committee fees in the form of deferred stock units instead of receiving such fees in cash as payment for board and committee meetings held during the first quarter of fiscal 2006.  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.

During the third quarter of fiscal 2006, the Company credited 654 deferred stock units to participant accounts under The Home Depot FutureBuilder Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following the termination of services as described in this plan.

(c)                                 Since fiscal 2002, the Company repurchased shares of its common stock having a value of approximately $13.3 billion. The number and average price of shares purchased in each fiscal month of the third quarter of fiscal 2006 are set forth in the table below:

Period

 

Total
Number of
Shares
Purchased
(1)

 

Average
Price Paid
Per Share
(1)

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Program
(2)

 

Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program (3)

 

July 31, 2006 – August 27, 2006

 

7,553,982

 

$

33.96

 

7,511,800

 

$

4,811,547,974

 

August 28, 2006 – September 24, 2006

 

10,993,700

 

$

35.24

 

10,993,700

 

$

4,423,894,463

 

September 25, 2006 – October 29, 2006

 

5,074,259

 

$

36.58

 

5,073,100

 

$

4,238,243,247

 

 


(1)       These amounts include repurchases pursuant to the Company’s 1997 and 2005 Omnibus Stock Incentive Plans (the “Plans”). Under the Plans, participants may exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Participants in the Plans may also surrender shares as payment of applicable tax withholding on the vesting of restricted stock and deferred share awards. Shares so surrendered by participants in the Plans are repurchased pursuant to the terms of the Plans and applicable award agreements and not pursuant to publicly announced share repurchase programs. For the quarter ended July 30, 2006, the following shares of The Home Depot common stock were surrendered by participants in the Plans and included in the total number of shares purchased: July 31, 2006 – August 27, 2006 – 42,182 shares at an average price per share of $34.56; August 28, 2006 – September 24, 2006 - none; and September 25, 2006 – October 29, 2006 – 1,159 shares at an average price per share of $36.90.

(2)       The Company’s common stock repurchase program was initially announced on July 15, 2002. As of the beginning of the third quarter of fiscal 2006, the Board had approved purchases up to $14.0 billion. On August 24, 2006, the Board authorized an additional $3.5 billion in common stock repurchases for a total authorization of $17.5 billion.

(3)       During the third quarter of fiscal 2006, the Company settled the accelerated share repurchase transaction executed on May 17, 2006.  The Company elected settlement in cash and received $61 million, which increased the approximate dollar value of shares that may yet be purchased under the program.

26




This excerpt taken from the HD 10-Q filed Sep 6, 2006.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a)                                 During the second quarter of fiscal 2006, the Company issued 14,057 deferred stock units under The Home Depot, Inc. NonEmployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.  The deferred stock units were credited to the accounts of such nonemployee directors as a result of such directors having elected to receive board and committee fees in the form of deferred stock units instead of receiving such fees in cash as payment for board and committee meetings held during the second quarter of fiscal 2006.  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.

During the second quarter of fiscal 2006, the Company credited 641 deferred stock units to participant accounts under The Home Depot FutureBuilder Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following the termination of services as described in this plan.

(c)                                 Since fiscal 2002, the Company repurchased shares of its common stock having a value of approximately $12.5 billion. The number and average price of shares purchased in each fiscal month of the second quarter of fiscal 2006 are set forth in the table below:

Period

 

Total
Number of
Shares
Purchased(1)

 

Average
Price Paid
Per Share(1)

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Program(2)

 

Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program

 

May 1, 2006 – May 28, 2006

 

55,079,834

 

$

38.20

 

55,067,732

 

$

1,617,923,203

 

May 29, 2006 – June 25, 2006

 

3,009,346

 

$

37.26

 

3,007,600

 

$

1,505,793,208

 

June 26, 2006 – July 30, 2006

 

68

 

$

34.49

 

 

$

1,505,793,208

 

 


(1)       These amounts include repurchases pursuant to the Company’s 1997 and 2005 Omnibus Stock Incentive Plans (the “Plans”). Under the Plans, participants may exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Participants in the Plans may also surrender shares as payment of applicable tax withholding on the vesting of restricted stock and deferred share awards. 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. For the quarter ended July 30, 2006, the following shares of The Home Depot common stock were surrendered by participants in the Plans and included in the total number of shares purchased: May 1, 2006 – May 28, 2006 – 12,102 shares at an average price per share of $37.85; May 29, 2006 – June 25, 2006 - 1,746 shares at an average price per share of $36.97; and June 26, 2006 - July30, 2006 - 68 shares at an average price per share of $34.49.    Subsequent to the end of the second quarter of fiscal 2006, the Company settled the accelerated share repurchase transaction executed on May 17, 2006.  The Company elected settlement in cash and received $61 million.  The Average Price Paid Per Share for the period from May 1, 2006 – May 28, 2006 was $37.09 including the $61 million reduction upon settlement. 

(2)       The Company’s common stock repurchase program was initially announced on July 15, 2002. As of the beginning of the second quarter of fiscal 2006, the Board had approved purchases up to $12.0 billion.  On May 17, 2006, the Board authorized an additional $2.0 billion in common stock repurchases for a total authorization of $14.0 billion and approved the immediate repurchase of $2.0 billion through an accelerated share repurchase transaction.  On August 24, 2006, the Board authorized an additional $3.5 billion in common stock repurchases for a total authorization of $17.5 billion.  The share repurchase program does not have a prescribed expiration date.

25




This excerpt taken from the HD 10-Q filed Dec 1, 2005.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)          During the third quarter of fiscal 2005, the Company credited the accounts of certain nonemployee directors with 3,729 deferred stock units under The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation Plan pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.  The deferred stock units were credited to the accounts of such nonemployee directors as a result of such directors having elected to receive board and committee fees in the form of deferred stock units instead of receiving such fees in cash as payment for board and committee meetings held during the third quarter of fiscal 2005.  The deferred stock units convert to shares of common stock on a one-for-one basis following a nonemployee director’s termination of service as described in this plan.

 

(c)          The Company’s common stock repurchase program was initially announced on July 15, 2002.  As of the beginning of the third quarter of fiscal 2005, the Board had approved purchases up to $10.0 billion.  On August 18, 2005, the Company’s Board of Directors authorized an additional $1.0 billion in common stock repurchases for a total authorization of $11.0 billion.  The program does not have a prescribed expiration date.  The table below sets forth the Company’s monthly purchases during the third quarter of fiscal 2005:

 

Period

 

Total
Number of
Shares
Purchased

 

Average
Price Paid
Per Share

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Program

 

Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program

 

August 1, 2005 – August 28, 2005 (“August 2005”)

 

6,723,000

 

$

40.77

 

256,397,002

 

$

2,104,879,511

 

August 29, 2005 – September 25, 2005 (“September 2005”)

 

6,758,800

 

$

40.13

 

263,155,802

 

$

1,833,484,710

 

September 26, 2005 – October 30, 2005 (“October 2005”)

 

8,348,700

 

$

38.54

 

271,504,502

 

$

1,511,540,685

 

 

In addition to these repurchases, pursuant to the Company’s 1997 and 2005 Omnibus Stock Incentive Plans (the “Plans”), participants may exercise stock options by surrendering shares of The Home Depot common stock that the participants already own as payment of the exercise price.  Participants in the Plans may also surrender shares of The Home Depot common stock as payment of applicable tax withholding on the vesting of restricted stock awards.  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.  For the quarter ended October 30, 2005, the following shares of The Home Depot common stock were surrendered by participants in the Plans: August 2005 – 80,677 shares at an average price per share of $40.67; September 2005 – 36,067 shares at an average price per share of $40.58; October 2005 – 11,678 shares at an average price per share of $40.78.

 

19



 

This excerpt taken from the HD 10-Q filed Sep 1, 2005.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)  During the second quarter of fiscal 2005, the Company credited the accounts of certain nonemployee directors with 9,932 deferred stock units under The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation Plan pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.  The deferred stock units were credited to the accounts of such nonemployee directors as a result of such directors having elected to receive board and committee fees in the form of deferred stock units instead of receiving such fees in cash as payment for board and committee meetings held during the second quarter of fiscal 2005.  The deferred stock units convert to shares of common stock on a one-for-one basis following a nonemployee director’s termination of service as described in this plan.

 

(c)          The Company’s common stock repurchase program was initially announced on July 15, 2002.  As of the beginning of the second quarter of fiscal 2005, the Board had approved purchases up to $9.0 billion.  On both May 25, 2005 and August 18, 2005, the Company’s Board of Directors authorized an additional $1.0 billion in common stock repurchases for a total authorization of $11.0 billion.  The program does not have a prescribed expiration date.  The table below sets forth the Company’s monthly purchases during the second quarter of fiscal 2005:

 

Period

 

Total
Number of
Shares
Purchased

 

Average
Price Paid
Per Share

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Program

 

Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program (1)

 

May 2, 2005 – May 29, 2005 (“May 2005”)

 

6,900,900

 

$

38.21

 

243,668,302

 

$

1,619,813,120

 

May 30, 2005 – June 26, 2005 (“June 2005”)

 

3,634,100

 

$

39.67

 

247,302,402

 

$

1,475,557,591

 

June 27, 2005 – July 31, 2005 (“July 2005”)

 

2,371,600

 

$

40.65

 

249,674,002

 

$

1,379,103,928

 

 


(1)  Does not include the additional $1.0 billion authorized on August 18, 2005.

 

In addition to these repurchases, pursuant to the Company’s 1997 and 2005 Omnibus Stock Incentive Plans (the “Plans”), participants may exercise stock options by surrendering shares of The Home Depot common stock that the participants already own as payment of the exercise price.  Participants in the Plans may also surrender shares of The Home Depot common stock as payment of applicable tax withholding on the vesting of restricted stock awards.  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.  For the quarter ended July 31, 2005, the following shares of The Home Depot common stock were surrendered by participants in the Plans: May 2005 – 18,288 shares at an average price per share of $39.84; June 2005 – 25,786 shares at an average price per share of $40.04; July 2005 – 11,069 shares at an average price per share of $42.90.

 

19



 

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