Home Depot 2012 Annual Report Download - page 22

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Issuer Purchases of Equity Securities
Since the inception of the Company's share repurchase program in fiscal 2002 through the end of fiscal 2012, the Company
has repurchased shares of its common stock having a value of approximately $37.6 billion. The number and average price of
shares purchased in each fiscal month of the fourth quarter of fiscal 2012 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)
Dollar Value of Shares
that May Yet Be
Purchased Under
the Program(2)
Oct. 29, 2012 – Nov. 25, 2012 784,340 $ 63.56 737,172 $ 3,063,069,066
Nov. 26, 2012 – Dec. 23, 2012(3) 5,254,485 $ 62.49 5,252,936 $ 2,826,716,204
Dec. 24, 2012 – Feb. 3, 2013 6,502,215 $ 64.25 6,485,514 $ 2,410,014,073
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(1) These amounts include repurchases pursuant to the Company’s 1997 and 2005 Omnibus Stock Incentive Plans (the
"Plans"). Under the Plans, participants may surrender shares as payment of applicable tax withholding on the vesting of
restricted stock and deferred share awards. Participants in the Plans may also exercise stock options by surrendering
shares of common stock that the participants already own as payment of the exercise price. 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.
(2) The Company’s common stock repurchase program was initially announced on July 15, 2002. As of the end of fiscal
2012, the Board had approved purchases up to $40.0 billion, of which $2.4 billion remained available at the end of fiscal
2012. In February 2013, our Board of Directors authorized a new $17.0 billion share repurchase program that replaces
the previous authorization.
(3) In the third quarter of fiscal 2012, the Company paid $650 million under an Accelerated Share Repurchase ("ASR")
agreement with a third-party financial institution and received an initial delivery of approximately 9 million shares. The
transaction was completed in the fourth quarter of fiscal 2012, with the Company receiving approximately 2 million
additional shares to settle the agreement. The Average Price Paid Per Share was calculated with reference to the
average stock price of the Company's common stock over the term of the ASR agreement.
In March 2013, the Company entered into an ASR agreement with a third-party financial institution to repurchase $1.5 billion
of the Company’s common stock. See Note 6 to the Consolidated Financial Statements included in this report. Shares
received in connection with the ASR agreement will be reflected in the share repurchase table in future quarters.
Sales of Unregistered Securities
During the fourth quarter of fiscal 2012, the Company issued 436 deferred stock units under The Home Depot, Inc.
NonEmployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The deferred stock units were credited to the
accounts of those nonemployee directors who elected to receive board retainers in the form of deferred stock units instead of
cash during the fourth quarter of fiscal 2012. 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 fourth quarter of fiscal 2012, the Company credited 24,961 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 for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one
basis following a termination of service as described in this plan.
Item 6. Selected Financial Data.
The information required by this item is incorporated by reference to page F-1 of this report.