Home Depot (HD) 10-K risk factor changes: FY2019 vs FY2019

[removed: Strong] [added: Strong] competition could adversely affect prices and demand for our products and services and could decrease our market [removed: share.][added: share.]

Our industry is highly [removed: competitive] [added: competitive, very fragmented,] and evolving.

[removed: Our customers] [added: Customers] routinely use [added: technology and] a variety of electronic devices and [added: digital] platforms to [removed: shop online,] [added: rapidly compare products and prices,] read product reviews, [removed: and compare prices, products,] [added: determine real-time product availability,] and [removed: delivery options, regardless of where or how they shop.][added: purchase products.]

Further, online and multichannel retailers are increasingly focusing on delivery services, with customers seeking [removed: faster,] [added: faster and/or] guaranteed delivery [removed: times and] [added: times, as well as] low-price or free shipping.

Our ability to be competitive on delivery times and delivery costs depends on many factors, including the success of our investments in One [removed: Home Depot] Supply Chain, and our failure to successfully manage these factors and offer competitive delivery options could negatively impact the demand for our products and our profit margins.

[removed: Intense] competitive pressures from one or more of our competitors, such as through aggressive promotional pricing or liquidation events, or our inability to adapt effectively and quickly to a changing competitive landscape, could adversely affect our prices, our margins, or demand for our products and services.

[removed: We] [added: We] may not timely identify or effectively respond to consumer needs, expectations or trends, which could adversely affect our relationship with customers, our reputation, the demand for our products and services, and our market [removed: share.][added: share.]

The success of our business depends in part on our ability to identify and respond promptly to evolving trends in demographics; consumer preferences, expectations and needs; and unexpected weather [removed: conditions] [added: conditions, public health issues (including pandemics and quarantines)] or natural disasters, while also managing appropriate inventory levels in our stores and distribution or fulfillment centers and maintaining an excellent customer experience.

If we do not successfully differentiate the shopping experience to meet the individual needs and expectations of [removed: –] or within [removed: –] a customer group, we may lose market share with respect to those customers.

Failure to improve and maintain our stores, utilize our store space effectively, and offer a safe shopping environment; to provide a compelling online presence; to timely identify or respond to changing consumer preferences, expectations and home improvement [removed: needs and] [added: needs; to] maintain appropriate inventory; to provide quick and low-price or free delivery alternatives; to differentiate the customer experience for our primary customer groups; and to effectively implement an increasingly localized merchandising assortment could adversely affect our relationship with customers, our reputation, the demand for our products and services, and our market share.

[removed: The] [added: The] implementation of our store, interconnected retail, supply chain and technology initiatives could disrupt our operations in the near term, and these initiatives might not provide the anticipated benefits or might [removed: fail.][added: fail.]

We [removed: are] [added: have been] substantially increasing our investments to create the One Home Depot experience, including significant investments over [removed: the next] several years to build [removed: the] One [removed: Home Depot] Supply Chain.

The One Home Depot initiative will require significant investment in our operations and systems, as well as the development and execution [removed: of new processes, systems and support.]

If we are unable to effectively manage the [removed: volume and] [added: volume,] nature [added: and cost] of these [added: investments, projects and] changes, our business operations and financial results could be materially and adversely affected.

The cost and potential problems, defects of design and interruptions associated with the implementation of these initiatives, including those associated with managing third-party service providers, employing new web-based tools and services, implementing new technology, implementing and restructuring support systems and processes, [added: identifying appropriate facility locations,] and addressing impacts on inventory levels, could disrupt or reduce the efficiency of our operations in the near term, lead to product availability issues, and impact profitability.

In addition, our store and interconnected retail initiatives, One [removed: Home Depot] Supply Chain, and new or upgraded information technology systems might not provide the anticipated benefits, it might take longer than expected to [added: complete the initiatives or] realize the anticipated benefits, or the initiatives might fail altogether, each of which could adversely impact our competitive position and our financial condition, results of operations, or cash flows.

[removed: Our] [added: Our] success depends upon our ability to attract, develop and retain highly qualified associates while also controlling our labor [removed: costs.][added: costs.]

Our ability to control labor costs is subject to numerous external factors, including [added: market pressures with respect to] prevailing wage [removed: rates] [added: rates, unemployment levels,] and health and other insurance costs, as well as the impact of legislation or regulations governing labor relations, minimum wage, and healthcare benefits.

In addition, to support our strategic initiatives, including One [removed: Home Depot] Supply Chain, and the related technology investments needed to implement our strategic investments, we must attract and retain a large number of skilled professionals, including technology professionals.

An inability to provide wages and/or benefits that are competitive within the markets in which we operate could adversely affect our ability [added: to retain and attract associates.]

[removed: A] [added: A] failure of a key information technology system or process could adversely affect our [removed: business.][added: business.]

We rely extensively on information technology [removed: systems, some of which are managed or provided by third-party service providers,] [added: systems] to analyze, process, store, manage and protect transactions and data.

In managing our business, we also rely heavily on the integrity of, security of, and consistent access to, this operational and financial data for information such as sales, customer data, [added: associate data, demand forecasting,] merchandise ordering, inventory [removed: replenishment] [added: replenishment, supply chain management, payment processing,] and order fulfillment.

Our systems and the third-party systems with which we interact are subject to damage or interruption from a number of causes, including power outages; computer and telecommunications failures; computer viruses; security [removed: breaches;] [added: breaches or data theft;] cyber-attacks, including the use of malicious codes, worms, [removed: phishing and] [added: phishing, spyware,] denial of service attacks, and ransomware; catastrophic events such as fires, floods, earthquakes, tornadoes, or hurricanes; acts of war or terrorism; and design or usage errors by our associates, contractors or third-party service providers.

As a result, we or our service providers could experience errors, interruptions, delays or cessations of service in key portions of our information technology infrastructure, which could significantly disrupt our operations [added: or impair data security,] and be costly, time consuming and resource-intensive to remedy.

[removed: Disruptions] [added: Disruptions] in our customer-facing technology systems could impair our interconnected retail strategy and give rise to negative customer [removed: experiences.][added: experiences.]

Through our information technology systems, we are able to provide an improved overall shopping and interconnected retail experience that empowers our customers to shop and interact with us from a variety of electronic devices and [added: digital] platforms.

We use our digital platforms both as sales channels for our products and [added: services and] also as methods of providing inspiration, as well as product, project, and other relevant information to our customers to drive sales, regardless of whether they occur in-store or online.

We continually seek to enhance all of our online [added: and digital] properties to provide an attractive, user-friendly interface for our customers.

Disruptions, [added: delays,] failures or other performance issues with these customer-facing technology [added: systems, or a failure of these] systems [added: to meet our or our customers’ expectations,] could impair the benefits that they provide to our business and negatively affect our relationship with our customers.

[removed: Disruptions] [added: Disruptions] in our supply chain and other factors affecting the distribution of our merchandise could adversely impact our [removed: business.][added: business.]

Such disruptions may result from damage or destruction to our distribution centers; weather-related events; natural disasters; [added: international] trade [added: disputes or trade] policy changes or restrictions; tariffs or import-related taxes; third-party strikes, lock-outs, work stoppages or slowdowns; [added: shortages of truck drivers;] shipping capacity constraints; third-party contract disputes; supply or shipping interruptions or costs; military conflicts; acts of terrorism; [added: public health issues, including pandemics] or [added: quarantines (such as the recent COVID-19 coronavirus outbreak); or] other factors beyond our control.

[removed: If] [added: If] our efforts to maintain the privacy and security of customer, associate, supplier and Company information are not successful, we could incur substantial costs and reputational damage and could become subject to litigation and enforcement [removed: actions.][added: actions.]

Our information systems, and those of our third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving data [added: protection and cybersecurity risks.]

Unauthorized parties have in the past gained access, and will continue to attempt to gain access to, these systems [removed: or our information] [added: and data] through fraud or other means of deceiving our associates, third-party service providers or vendors.

In addition, the regulatory environment related to data privacy and cybersecurity is constantly changing, with new and increasingly rigorous requirements applicable to our [removed: business, and the implementation of these requirements has become more complex.][added: business.]

[removed: Maintaining our compliance with those requirements may require significant effort and cost, and] [added: In addition,] failure to comply with applicable requirements could subject us to fines, sanctions, governmental investigations, [added: lawsuits] or [removed: lawsuits.][added: reputational damage.]

[removed: We] [added: We] are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability, and potentially disrupt our [removed: business.][added: business.]

These requirements may change over time or be reinterpreted, making compliance more [removed: difficult] [added: difficult, costly,] or [removed: costly.][added: uncertain.]

The payment methods that we offer also subject us to potential fraud and theft by criminals, who are becoming increasingly more sophisticated, seeking to obtain unauthorized access to or exploit weaknesses that may exist in [removed: the] [added: our payments and] payment [added: processing] systems.

Intense

As our customers begin to expect a more personalized experience, our ability to collect, use and protect relevant customer data is important to our ability to effectively meet their expectations.

Our ability to collect and use that data, however, is subject to a number of external factors, including the impact of legislation or regulations governing data privacy and security.

Higher rates of shrink, which we have recently experienced, can require operational changes that may increase costs and impact the customer experience.

of new processes, systems and support.

The One Supply Chain initiative also involves significant real estate projects as we expand our distribution network.

Some of these systems are managed or provided by third-party service providers, including certain cloud platform providers.

In addition, we are currently making, and expect to continue to make, substantial investments in our information technology systems and infrastructure, in certain cases with the assistance of strategic partners and other third-party service providers.

These investments involve replacing existing systems with successor systems; outsourcing certain technology to third-party service providers; making changes to existing systems, including the migration of applications to the cloud; or designing or cost-effectively acquiring new systems with new functionality.

These efforts can result in significant potential risks, including failure of the systems to operate as designed, potential loss or

corruption of data, changes in security processes, cost overruns, implementation delays, disruption of operations, and the potential inability to meet business and reporting requirements.

Any system implementation and transition difficulty may result in operational challenges, security failures, reputational harm, and increased costs that could adversely affect our business operations and results of operations.

The implementation of these requirements has

also become more complex.

Maintaining our compliance with those requirements, including the California Consumer Privacy Act (CCPA), may require significant effort and cost, require changes to our business practices, and limit our ability to obtain data used to provide a personalized customer experience.

For example, the recent pandemic caused by the novel coronavirus COVID-19 has led to work and travel restrictions within, to, and out of a number of countries and supply chain disruptions and delays.

These restrictions and delays, which may expand depending on the progression of the pandemic, have impacted and may continue to impact suppliers and manufacturers of certain of our products.

This may make it difficult for our suppliers to source and manufacture products in, and to export our products from, affected areas.

As a result, we have faced and may continue to face delays or difficulty sourcing certain products, which could negatively affect our business and financial results.

Even if we are able to find alternate sources for such products, they may cost more, which could adversely impact our profitability and financial condition.

At this time, there is significant uncertainty relating to the potential effect of COVID-19 on our business and the costs that we may incur as a result.

Infections have become more widespread, which may worsen the supply shortage or restrict third-party manufacturing or other operations.

In response to the COVID-19 pandemic, we have canceled or shifted to virtual experiences for certain supplier and associate events and have shifted certain store support operations to remote or virtual, and we may deem it appropriate or advisable to take further similar actions in the future.

We have shortened our customer-facing hours in all of our stores and temporarily closed our stores in Puerto Rico, and we may need to restrict access to or close certain of, or face labor shortages in, other stores or facilities, which could negatively impact productivity, sales, or operating expenses.

We are taking steps in our stores to manage foot traffic to better protect our customers and associates.

We have also expanded our paid time off policy to help alleviate some of the challenges our associates

may be facing as a result of COVID-19, and we may face additional health insurance and labor-related costs.

The pandemic may also reduce foot traffic in our stores or temporarily reduce demand for our products or services.

In certain jurisdictions, we have had to cease sales of or delay commencement of certain services deemed “non-life-sustaining,” and other jurisdictions may impose similar requirements.

Further, customers’ financial condition may be adversely impacted as a result of the impacts of COVID-19 and efforts taken to prevent its spread, which could result in reduced demand for our products and services.

In addition, our continued access to external sources of liquidity depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings.

If the impacts of the pandemic create disruptions or turmoil in the financial markets, or if rating agencies lower our credit ratings, it could adversely affect our ability to access the debt markets, our cost of funds, and other terms for new debt.

Any of these occurrences may have a negative impact on our business, financial condition, results of operations, or cash flows.

If we are unable to access products to meet our customers’ demands and expectations in a timely and efficient manner, our sales and gross margin results may be adversely impacted.

For example, trade tensions between the U.S. and China have led to a series of significant tariffs on the importation of certain product categories.

The

As noted above, customers routinely use technology and a variety of electronic devices and platforms to rapidly compare products and prices, determine real-time product availability, and purchase products.

to retain and attract associates.

protection and cybersecurity risks.

The U.S.

For example, there are growing concerns regarding trade relations between the U.S. and China, as both countries have indicated their intentions to impose significant tariffs on the importation of certain product categories, as well as concerns related to the renegotiation of certain other trade agreements, including the North American Free Trade Agreement.

course of business.

[removed: | • | [Executive Summary](#sE2751374AEBA5EA5AB32C601796508DD) |][added: Executive Summary]

[removed: | • | [Results] [added: Results] of Operations and Non-GAAP [removed: Measures](#s6CA8D7E50CF355128727B87EA31CBB60) |][added: Measures]

[removed: | • | [Liquidity] [added: Liquidity] and Capital [removed: Resources](#sE06514A5786A5CF19E2E0745C713A319) |][added: Resources]

[removed: | • | [Critical] [added: Critical] Accounting [removed: Policies](#sA328471F0B395D19A8493F3C8A87CD00) |][added: Policies]

[removed: Executive Summary][added: | • | [Executive Summary](#s435D3C98EE3A5F2EA895E37D78E0D170) |]

Highlights of our annual financial performance [removed: follow.][added: follow:]

| [removed: dollars] [added: dollars] in millions, except per share [removed: data] [added: data] | [removed: Fiscal] [added: Fiscal] | | | | [removed: Fiscal] [added: Fiscal] | | | | [removed: Fiscal] [added: Fiscal] | | |

| [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | |

| Net sales | $ | [removed: 108,203] [added: 110,225] | | | $ | [removed: 100,904] [added: 108,203] | | | $ | [removed: 94,595] [added: 100,904] | |

| Net earnings | [removed: 11,121] [added: 11,242] | | | | [removed: 8,630] [added: 11,121] | | | | [removed: 7,957] [added: 8,630] | | |

| Diluted earnings per share | $ | [removed: 9.73] [added: 10.25] | | | $ | [removed: 7.29] [added: 9.73] | | | $ | [removed: 6.45] [added: 7.29] | |

| Net cash provided by operating activities | $ | [removed: 13,038] [added: 13,723] | | | $ | [removed: 12,031] [added: 13,038] | | | $ | [removed: 9,783] [added: 12,031] | |

| Proceeds from long-term debt, net of discounts [added: and premiums] | [removed: 3,466] [added: 3,420] | | | | [removed: 2,991] [added: 3,466] | | | | [removed: 4,959] [added: 2,991] | | |

| Repayments of long-term debt | [removed: 1,209] [added: 1,070] | | | | [removed: 543] [added: 1,209] | | | | [removed: 3,045] [added: 543] | | |

| Repurchases of common stock | [removed: 9,963] [added: 6,965] | | | | [removed: 8,000] [added: 9,963] | | | | [removed: 6,880] [added: 8,000] | | |

[removed: Note:] Fiscal 2018 includes 53 [removed: weeks.][added: weeks.*]

[added: *Note:] Fiscal [removed: 2017] [added: 2019] and fiscal [removed: 2016] [added: 2017] include 52 weeks.

We reported net sales of [removed: $108.2] [added: $110.2] billion in fiscal [removed: 2018.][added: 2019.]

Net earnings were [removed: $11.1] [added: $11.2] billion, or [removed: $9.73] [added: $10.25] per diluted share.

[removed: Our] [added: The] effective [added: income] tax rate [removed: was 23.6%] for fiscal 2018 [removed: and lower than fiscal 2017 and fiscal 2016] primarily [removed: due to] [added: reflected the] enactment of the Tax Act.

We opened [removed: two] [added: one net] new [removed: stores] [added: store] in Mexico and [removed: one] [added: three net] new [removed: store] [added: stores] in the U.S. during fiscal [removed: 2018,] [added: 2019,] for a total store count of [removed: 2,287] [added: 2,291] at February [removed: 3, 2019.][added: 2, 2020.]

At the end of fiscal [removed: 2018,] [added: 2019,] a total of [removed: 306] [added: 307] of our stores, or 13.4%, were located in Canada and Mexico.

Total sales per [added: retail] square foot were [removed: $446.86] [added: $454.82] in fiscal [removed: 2018,] [added: 2019,] and our inventory turnover ratio was [removed: 5.1] [added: 4.9] times at the end of fiscal [removed: 2018.][added: 2019.]

We generated [removed: $13.0] [added: $13.7] billion of cash flow from operations during fiscal [removed: 2018] [added: 2019] and issued [removed: $3.5] [added: $3.4] billion of long-term [removed: debt in fiscal 2018.][added: debt, net of discounts and premiums.]

[removed: This cash flow, along] [added: These funds, together] with cash on hand, [removed: was] [added: were] used to [added: pay $6.0 billion of dividends,] fund cash payments of [removed: $10.0] [added: $7.0] billion for share repurchases, [removed: pay $4.7 billion] [added: repay $365 million] of [removed: dividends,] [added: net short-term borrowings,] fund [removed: $2.4] [added: $2.7] billion in capital expenditures, [added: and] repay [removed: $1.2] [added: $1.0] billion of senior notes that matured in [removed: September 2018, and repay $220 million of net short-term borrowings.][added: June 2019.]

During fiscal [removed: 2018,] [added: 2019,] we repurchased [removed: $10.0] [added: $7.0] billion of our common stock through [removed: ASR agreements and] open market [removed: transactions.][added: transactions and an ASR agreement.]

Our ROIC was [removed: 44.8%] [added: 45.4%] for fiscal [removed: 2018.][added: 2019.]

See the [removed: "[Non-GAAP] [added: “[Non-GAAP] Financial [removed: Measures](#s761104CBA1825941A1C579D20304D908)"] [added: Measures](#s977A5B5AFB995C7AA50D7F3CB94DEA6F)”] section below for our definition and calculation of ROIC, as well as a reconciliation of NOPAT, a non-GAAP financial measure, to net earnings (the most comparable GAAP financial measure).

[removed: Results] [added: | • | [Results] of Operations and Non-GAAP [removed: Measures][added: Measures](#s7D4B2F92E7E754EE802C0380FC3FC1D9) |]

[removed: We believe] [added: The following table displays] the percentage relationship between net sales and major categories in our consolidated statements of earnings, as well as the percentage change in the associated dollar [removed: amounts, are relevant to an evaluation of our business.][added: amounts:]

| | [removed: Fiscal] [added: Fiscal] | | | | | | | [removed: Fiscal] [added: Fiscal] | | | | | | | [removed: Fiscal] [added: Fiscal] | | | | | |

| [removed: 2018] [added: 2019] | | | | | | | [removed: 2017] [added: 2018] | | | | | | | [removed: 2016] [added: 2017] | | | | | | |

| [removed: dollars] [added: dollars] in [removed: millions] [added: millions] | [removed: $] [added: $] | | | | [removed: %] [added: %] of Net [removed: Sales] [added: Sales] | | | [removed: $] [added: $] | | | | [removed: %] [added: %] of Net [removed: Sales] [added: Sales] | | | [removed: $] [added: $] | | | | [removed: %] [added: %] of Net [removed: Sales] [added: Sales] | |

| Net sales | $ | [removed: 108,203] [added: 110,225] | | | | | | $ | [removed: 100,904] [added: 108,203] | | | | | | $ | [removed: 94,595] [added: 100,904] | | | | |

| Gross profit | [removed: 37,160] [added: 37,572] | | | | [removed: 34.3] [added: 34.1] | % | | [removed: 34,356] [added: 37,160] | | | | [removed: 34.0] [added: 34.3] | % | | [removed: 32,313] [added: 34,356] | | | | [removed: 34.2] [added: 34.0] | % |

| Selling, general and administrative | [removed: 19,513] [added: 19,740] | | | | [removed: 18.0] [added: 17.9] | | | [removed: 17,864] [added: 19,513] | | | | [removed: 17.7] [added: 18.0] | | | [removed: 17,132] [added: 17,864] | | | | [removed: 18.1] [added: 17.7] | |

| Depreciation and amortization | [removed: 1,870] [added: 1,989] | | | | [removed: 1.7] [added: 1.8] | | | [removed: 1,811] [added: 1,870] | | | | [removed: 1.8] [added: 1.7] | | | [removed: 1,754] [added: 1,811] | | | | [removed: 1.9] [added: 1.8] | |

| Impairment loss | [removed: 247] [added: —] | | | | [removed: 0.2] [added: —] | | | [removed: —] [added: 247] | | | | [removed: —] [added: 0.2] | | | — | | | | — | |

| Total operating expenses | [removed: 21,630] [added: 21,729] | | | | [removed: 20.0] [added: 19.7] | | | [removed: 19,675] [added: 21,630] | | | | [removed: 19.5] [added: 20.0] | | | [removed: 18,886] [added: 19,675] | | | | [removed: 20.0] [added: 19.5] | |

| Operating income | [removed: 15,530] [added: 15,843] | | | | 14.4 | | | [removed: 14,681] [added: 15,530] | | | | [removed: 14.5] [added: 14.4] | | | [removed: 13,427] [added: 14,681] | | | | [removed: 14.2] [added: 14.5] | |

In February 2020, we announced a 10% increase in our quarterly cash dividend to $1.50 per share.

The recent outbreak of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts to our supply chain, operations, and customer demand.

The pandemic has impacted and could further impact our operations and the operations of our suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions.

As a result of COVID-19, we have reduced store operating hours, expanded our paid time off policy for associates, and shifted certain store support operations to remote or virtual, and we may face additional labor-related costs.

We are also taking steps in our stores to manage foot traffic to better protect our customers and associates.

In addition, in certain jurisdictions, we have had to cease sales of or delay commencement of work on certain services deemed “non-life-sustaining.”

We continue to actively monitor the situation and may take further actions that alter our operations as may be required by federal, state or local authorities or that we determine are in the best interests of our associates, customers, suppliers, vendors and shareholders.

While the disruption is currently expected to be temporary, there is

uncertainty regarding its duration.

Therefore, while we expect the pandemic to impact our business, results of operations, financial position, and liquidity, we cannot reasonably estimate the impact at this time.

*Note: Fiscal 2019 and fiscal 2017 include 52 weeks.

Fiscal 2018 includes 53 weeks.

| *(2)* | *Comparable sales for fiscal 2017 do not include results for Interline.* |

| *(5)* | *Average ticket represents the average price paid per transaction and is used by management to monitor the performance of the Company, as it represents a primary driver in measuring sales performance.* |

| *(6)* | *Sales per retail square foot represents sales divided by the retail store square footage. Sales per retail square foot is a measure of the efficiency of sales based on the total square footage of our stores and is used by management to monitor the performance of the Company as an indicator of the productivity of owned and leased square footage for retail operations.* |

Fiscal 2019 Compared to Fiscal 2018

Acquisitions, digital or otherwise, are included in comparable sales after they have been owned for more than 52 weeks.

Gross Profit. Gross profit increased $412 million, or 1.1%, to $37.6 billion in fiscal 2019.

The decrease in gross profit margin for fiscal 2019 was primarily driven by higher shrink and changes in product mix.

SG&A increased $227 million, or 1.2%, to $19.7 billion in fiscal 2019.

The decrease in SG&A as

There were no material impairment losses recognized in fiscal 2019.

The provision for income taxes in fiscal 2019 reflects a benefit from stock-based compensation and other discrete tax items.

Diluted earnings per share for fiscal 2019 reflected a tax-related benefit of $0.17 per share resulting from stock-based compensation and other discrete tax items.

For a comparison of our results of operations for fiscal 2018 to fiscal 2017, see “[Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](http://www.sec.gov/Archives/edgar/data/354950/000035495019000010/hd_10kx02032019.htm)” of our Form 10-K for the fiscal year ended February 3, 2019, filed with the SEC on March 28, 2019.

*Note: Fiscal 2019 and fiscal 2017 include 52 weeks.

Fiscal 2018 includes 53 weeks.*

Given the current uncertainty related to the COVID-19 pandemic, we may adjust our capital expenditures as necessary or appropriate to support the operations of the business.

$1.0 billion credit facility.

In March 2020, we expanded our commercial paper programs from $3.0 billion to $6.0 billion.

We also entered into an additional 364-day $3.5 billion credit facility in March 2020, which together with the two credit facilities mentioned above backs up our expanded commercial paper programs.

We may enter into additional credit facilities or other debt financing.

In March 2020, we suspended our share repurchases until such time as we deem appropriate.

Net cash provided by operating activities in fiscal 2019 was $13.7 billion driven primarily by net earnings of $11.2 billion and non-cash adjustments to net earnings of $2.7 billion, consisting of depreciation and amortization, stock-

based compensation expense and changes in deferred income taxes, offset by working capital outflows driven primarily by timing of inventory purchases and collection of receivables.

Net cash provided by operating activities in fiscal 2018 was $13.0 billion driven primarily by net earnings of $11.1 billion and non-cash adjustments to net earnings of $2.7 billion, consisting of depreciation and amortization, stock-based compensation, impairment loss and changes in deferred income taxes, partially offset by net cash outflows associated with changes in working capital driven primarily by timing of inventory purchases.

| Long-term debt *–* interest payments (2) | 17,709 | | | | 1,083 | | | | 1,951 | | | | 1,775 | | | | 12,900 | | |

| Finance lease obligations (3) | 1,773 | | | | 172 | | | | 341 | | | | 312 | | | | 948 | | |

| Operating lease obligations (3) | 6,680 | | | | 955 | | | | 1,647 | | | | 1,256 | | | | 2,822 | | |

| | |

| --- | --- |

| Effective tax rate | 23.6 | | % | | 37.0 | | % | | 36.3 | | % |

The 53rd week in fiscal 2018 added $1.7 billion of net sales and $241 million of net earnings and increased diluted earnings per share by $0.21.

In February 2019, our Board of Directors authorized a $15.0 billion share repurchase program that replaced the December 2017 authorization, and we announced a 32% increase in our quarterly cash dividend to $1.36 per share.

| (1) | The calculations for fiscal 2017 and fiscal 2016 do not include results for Interline, which was acquired in fiscal 2015. |

Sales.

Net Sales.

The adoption of ASU No. 2014-09 benefited net sales by $216 million in fiscal 2018, while the effect of foreign currency had a negligible impact on net sales.

See [Note 1](#s087397B3AD7A56C3AA31D78C4485B5CF) to our consolidated financial statements for more information on ASU No. 2014-09 and the implementation of this new standard for revenue recognition.

Comparable Sales.

Acquisitions, digital or otherwise, are included in comparable sales after we own them for more than 52 weeks (with the exception of Interline which is excluded from comparable sales for periods prior to fiscal 2018).

Net sales for the 53rd week in a fiscal year are not included in the comparable sales calculation for that fiscal year.

Gross Profit.

Gross profit increased $2.8 billion, or 8.2%, to $37.2 billion in fiscal 2018.

The increase in gross profit margin for fiscal 2018 was primarily driven by a $598 million benefit from the adoption of ASU No. 2014-09 and a benefit from mix of products sold, partially offset by higher transportation and fuel costs in our supply chain and shrink.

The additional week in fiscal 2018 contributed $615 million to gross profit.

Operating Expenses.

Selling, General & Administrative.

SG&A increased $1.6 billion, or 9.2%, to $19.5 billion in fiscal 2018.

The increase in SG&A as a percent of net sales for fiscal 2018 reflected an increase of $598 million from the adoption of ASU No. 2014-09 and $544 million of incremental investments made in the business, partially offset by expense leverage resulting from the positive sales environment and continued expense control.

The additional week in fiscal 2018 contributed $301 million to SG&A.

Depreciation and Amortization.

Interest and Other, net.

due to certain positive audit settlements, and higher interest income, partially offset by higher interest expense on long-term debt balances in fiscal 2018 and a loss on the sale of a non-strategic asset.

Provision for Income Taxes.

The decrease in the provision for income taxes in fiscal 2018 primarily reflected the enactment of the Tax Act and adjustments to the provisional tax charge recorded in the fourth quarter of fiscal 2017 as well as certain positive audit settlements.

Diluted Earnings per Share.

Diluted earnings per share for fiscal 2017 included a benefit of $0.09 per share as a result of the adoption of ASU No. 2016-09, which requires that we recognize tax benefits or deficiencies related to share-based payment awards in the provision for income taxes.

Diluted earnings per share for fiscal 2017 also reflected decreases of $0.11 per share due to the net tax charge recorded in connection with the enactment of the Tax Act and $0.06 per share due to the one-time bonus payment to hourly associates made as a result of the Tax Act.

Fiscal 2017 Compared to Fiscal 2016

Net sales for fiscal 2017 increased $6.3 billion, or 6.7%, to $100.9 billion.

The increase in net sales in fiscal 2017 primarily reflected the impact of positive comparable sales driven by increased customer transactions and average ticket growth.

Hurricane-related sales contributed approximately $662 million to net sales in the second half of fiscal 2017.

Total comparable sales increased 6.8% in fiscal 2017.

The increase in comparable sales reflected a number of factors, including the execution of our strategy and broad-based growth across our stores and online.

Online sales, which consist of sales generated online through our websites for products picked up in our stores or delivered to customer locations, represented 6.7% of net sales and grew 21.5% during fiscal 2017.

All of our merchandising departments posted positive comparable sales except for one, which was flat in fiscal 2017.

Comparable sales for our Lumber, Electrical, Tools, Appliances, Flooring, Building Materials, and Indoor Garden merchandising departments were above the Company average during fiscal 2017.

Our comparable customer transactions increased 2.2% during fiscal 2017.

[added: Interest Rate Risk.] We have exposure to interest rate risk in connection with our long-term debt portfolio.

At February [removed: 3, 2019,] [added: 2, 2020,] after giving consideration to our interest rate swap agreements, floating rate debt principal was [removed: $2.1] [added: $2.9] billion, or approximately [removed: 8%] [added: 10%] of our long-term debt portfolio.

[removed: If] [added: When] LIBOR is discontinued, we may need to renegotiate the terms of certain of our floating rate notes, interest rate swap agreements, and credit [removed: instruments,] [added: instruments] which utilize LIBOR as a benchmark in determining the interest rate, to replace LIBOR with the new standard that is established.

[removed: There is currently no definitive information] [added: Decisions have not been finalized] regarding the future utilization of LIBOR or [removed: of] any particular replacement rate.

[added: Foreign Currency Exchange Rate Risk.] We are exposed to risks from foreign currency exchange rate fluctuations on the translation of our foreign operations into U.S. dollars and on the purchase of goods by these foreign operations that are not denominated in their local currencies.

Revenues from these foreign operations accounted for approximately [removed: $8.8] [added: $8.9] billion of our revenue for fiscal [removed: 2018.][added: 2019.]

[added: Commodity Price Risk.] We [removed: have experienced] [added: experience] inflation and deflation related to our purchase of certain commodity products.

This price volatility could potentially have a material impact on our financial condition and/or our results of operations.

In order to mitigate price volatility, we monitor commodity price fluctuations and may adjust our selling prices accordingly; however, our ability to recover higher costs through increased pricing may be limited by the competitive environment in which we operate.

We currently do not use derivative instruments to manage these risks.

Interest Rate Risk.

Foreign Currency Exchange Rate Risk.

Commodity Price Risk.

We do not believe that changing prices for commodities have had a material effect on our net sales or results of operations.

Although we cannot precisely determine the overall effect of inflation and deflation on operations, we do not believe inflation and deflation have had a material effect on our financial condition or results of operations.

[removed: Introduction][added: Introduction]

The Home Depot, Inc. is the world’s largest home improvement retailer based on net sales for fiscal [removed: 2018.][added: 2019.]

As of the end of fiscal [removed: 2018,] [added: 2019,] we had [removed: 2,287] [added: 2,291] The Home Depot stores located throughout the U.S. (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam), Canada, and Mexico.

[removed: Our Business][added: Our Business]

[removed: Our Strategy][added: Our Strategy]

[removed: As the retail landscape continues to evolve,] [added: To meet this challenge,] we [removed: must] [added: have had to] become more agile in [removed: responding] [added: our response] to the changing competitive environment and customer preferences.

[removed: We believe that] [added: This focus has driven investments aimed at] providing [removed: a seamless and frictionless] [added: an interconnected] shopping [removed: experience across multiple channels,] [added: experience,] featuring curated and innovative product choices, personalized for the individual shopper’s [removed: need,] [added: needs,] which are then delivered in a fast and cost-efficient [removed: manner, is a key enabler for our future success.][added: manner.]

[removed: In late 2017, we announced that we would be] [added: We are] investing [removed: approximately $11 billion over a multi-year period] in our stores, associates, [removed: digital experience] [added: interconnected] and [added: digital experience, Pro customer experience, services business,] supply [removed: chain] [added: chain, and product and innovation] to drive value for our customers, our associates, our [removed: suppliers] [added: suppliers,] and our shareholders.

| [removed: •] [added: •] | [removed: Connect] [added: Connect] associates to customer [removed: needs] [added: needs] |

| [removed: •] [added: •] | [removed: Interconnected] [added: Interconnected] experience: [added: connect] stores to online, and online to [removed: stores] [added: stores] |

| [removed: •] [added: •] | [removed: Connect] [added: Connect] products and services to customer [removed: needs] [added: needs] |

| [removed: •] [added: •] | [removed: Connect] [added: Connect] product to shelf, site and [removed: customer] [added: customer] |

| [removed: •] [added: •] | [removed: Innovate] [added: Innovate] our business model and value [removed: chain] [added: chain] |

Taken together, these strategies are helping us to [added: leverage our competitive advantages and] create the One Home Depot experience that our customers demand.

[removed: Connect] [added: Connect] Associates to Customer [removed: Needs][added: Needs]

We serve two primary customer groups and have [added: developed] different approaches to [removed: meeting] [added: meet] their [added: diverse] needs:

| • | [removed: DIY Customers.] [added: *DIY Customers.*] These customers are typically home owners who purchase products and complete their own projects and installations. Our associates assist these customers both in our stores and through online resources and other media designed to provide product and project knowledge. We also offer a variety of [removed: clinics and workshops both to share this knowledge and to build an emotional connection with our DIY customers.] |

| • | [removed: Professional] [added: *Professional] Customers (or [removed: “Pros”).] [added: “Pros”)*.] These customers are primarily professional renovators/remodelers, general contractors, handymen, property managers, building service contractors and specialty tradesmen, such as electricians, plumbers and painters. These customers build, renovate, remodel, repair and maintain residential properties, multifamily properties, hospitality properties and commercial facilities, including education facilities, healthcare facilities, government buildings and office buildings. We recognize the great value our Pro customers provide to their clients, and we strive to make the [removed: Pros'] [added: Pros’] job easier and help them [added: grow their business. We believe that investments aimed at deepening our relationships with our Pro customers are yielding increased engagement and will continue to translate into incremental spend. As part of our continued commitment to invest in Pro customer relationships and the significant market opportunity these customers represent, we have created an enhanced Pro customer experience, both online and in-store.] |

With The Home Depot Pro, Pros have access to a comprehensive offering that includes a combination of our vast store network, a best-in-class dedicated sales force, quality and affordable products from trusted brands, an extensive delivery [removed: network] [added: network,] and online business [removed: solutions.][added: solutions that comprise our Pro ecosystem.]

[removed: We] [added: Within this Pro ecosystem, we also] provide specialized programs such as an expanded MRO assortment, inventory management solutions, custom product offerings, in-store Pro desk and Pro services, and enhanced credit programs.

We also provide and are continuously working to improve our delivery options for Pros, including pick up in-store, direct to job site [removed: delivery] [added: delivery,] or ship-to home, to allow us to deliver when, where and how our customers demand.

Online, [added: with] our [added: B2B website, our] Pros receive a personalized experience based on their business, their needs, their [removed: industry] [added: industry,] and their purchasing behavior.

Our Pro loyalty program, Pro Xtra, provides Pros with benefits related to useful business services, exclusive product [removed: offers] [added: offers,] and a purchase monitoring tool to enable receipt lookup and job tracking of purchases across all forms of payment.

DIFM customers can purchase a variety of installation services in our stores, [removed: online] [added: online,] or in their homes through in-home consultations.

In fiscal [removed: 2018,] [added: 2019,] our customers opened approximately 4.8 million new The Home Depot private label credit accounts, and at the end of fiscal [removed: 2018] [added: 2019] the total number of The Home Depot active account holders was approximately [removed: 16] [added: 16.7] million.

PLCC sales accounted for approximately 23% of net sales in fiscal [removed: 2018.][added: 2019.]

Our goal is to remove complexity and inefficient processes from the stores to allow our associates to focus on our [removed: customers.][added: customers and make working at The Home Depot a better experience.]

To this end, [removed: in fiscal 2018] we [added: have] continued to [removed: invest in] [added: focus on] freight handling capabilities as part of [removed: an] [added: a multi-year,] end-to-end initiative to optimize how product flows from suppliers to our shelves.

Among other benefits, this initiative improves [removed: our] on-shelf availability [added: of products for customers] while decreasing the amount of time a store associate spends locating product on the receiving dock or in overhead storage.

[removed: We deployed our new] [added: Our] overhead management application on our FIRST [removed: phones, our web-enabled handheld devices, in fiscal 2018, which] [added: phones] helps associates locate product stored in overhead storage quickly and accurately, saving time, improving the customer [removed: experience, and assisting with inventory management.]

[removed: In addition,] [added: As part of our strategic investments,] we [removed: launched a] [added: have rolled out our] new order management [removed: system called] [added: system,] “Order [removed: Up” to consolidate] [added: Up,” which consolidates] certain of our existing legacy systems into a simple and intuitive user interface that requires minimal training and significantly decreases associate time required to create, sell, manage and edit orders.

[removed: During fiscal 2018, we] [added: We have] also [added: continued to leverage the] enhanced [removed: our] labor model [added: we launched in fiscal 2018] to better align associate activity with customer needs, shifting from a model based on the number of transactions to one that correlates to the specific volume of activity within each store down to the department level.

This [removed: change, which is now live in all stores,] [added: change] allows us to better allocate our workforce to provide a best-in-class customer experience.

At the end of fiscal [removed: 2018,] [added: 2019,] we employed approximately [removed: 413,000] [added: 415,700] associates, of whom approximately [removed: 29,000] [added: 29,500] were salaried, with the remainder compensated on an hourly [removed: or temporary] basis.

We [removed: measure associate satisfaction regularly, and we] believe that our employee relations are very good.

[removed: Interconnected] [added: Interconnected] Experience: [added: Connect] Stores to Online, and Online to [removed: Stores][added: Stores]

We do not view the customer experience as a specific transaction; rather, we believe it encompasses an entire process from inspiration and know-how, to purchase and [removed: fulfillment] [added: fulfillment,] and to post-purchase care and support.

Customers desire more personalized messaging, so we are focusing on connecting marketing activities with the online and in-store experiences to create a seamless series of contacts across [removed: all] channels.

Doing this well provides tremendous value to the customer, which in turn drives [added: positive] business results.

Our stores [removed: are] [added: remain] the hub of our business, and we are investing to improve the customer shopping experience through easier navigation and increasing the convenience and speed of checkout.

The retail landscape has changed rapidly over the past several years, with customer expectations regarding how, when and where they want to shop constantly evolving.

As a result, in late 2017, we launched our transformational journey to create the One Home Depot experience, our vision of an interconnected, frictionless shopping experience that enables our customers to seamlessly blend the digital and physical worlds.

We are now two years into our multi-year, approximately $11 billion accelerated investment program to create this experience.

We are guided in our investments by a “customer-back” approach, focusing on the customer experience as we invest.

To highlight our evolution and the capabilities we have developed for the benefit of our customers along this journey, we also changed our tagline in fiscal 2019 to “How Doers Get More Done™”, with a corresponding marketing campaign designed to show our customers the ways we are making home improvement easier, faster and more convenient for them.

We discuss below many of our efforts and investments in the context of our five key strategies.

As noted above, we have been guided by a focus on our customers in our development of the One Home Depot experience, and we leverage our knowledgeable and engaged associates, guided by our culture and values, to address customer needs.

clinics and workshops both to share this knowledge and to build an emotional connection with our DIY customers.

The Home Depot Pro serves a number of business customers, including hotels, hospitals, apartment/condominium property managers, educational institutions, government agencies, commercial property managers and housing authorities.

experience, and assisting with inventory management.

In addition, in fiscal 2019 we expanded our in-aisle mobile learning solution to all departments to further enhance our store associates’ learning and development and aid them in assisting customers.

This application, which is on the FIRST phone, enables associates to integrate training into their everyday workstream as well as answer questions and assist customers in real time.

For our Pro sales associates, we have provided a number of tools aimed at helping them to better understand their top Pro customers.

Our MyView system allows our Pro sales associates to access customer data and information, so they can proactively work with our Pro customers and determine how we can better serve them.

Our culture and values promote ongoing investment in our associates.

To attract, reward, and retain qualified associates, we seek to maintain competitive wages in each market we serve, offer comprehensive benefits geared towards helping associates through various life experiences, and provide career growth and development opportunities that make working at The Home Depot a more rewarding experience.

We measure associate satisfaction and engagement regularly through associate surveys and drive enhancements based on the feedback we receive.

To improve the customer’s experience in our stores, we have also empowered our customers with additional self-help tools, including mobile app-enabled store navigation.

We believe these investments are driving higher customer satisfaction scores.

The enhanced store experience is complemented by our continued investments in our website and mobile apps to drive a more interconnected digital customer experience.

Our investment in digital price labels for our appliance department has enabled us to incorporate ratings from the digital world into the store shopping experience, enhancing the overall customer experience in the category.

Our focus on improving search capabilities, site functionality, category presentation, product content, speed to checkout, and enhanced fulfillment options has yielded higher traffic, better conversion and continued sales growth.

At the same time, we remain focused on offering everyday values in our stores and online.

To help our merchandising organization keep pace with changing customer expectations and expanding desire for innovation, localization and personalization, we are investing in tools to better leverage our data and drive a deeper level of collaboration with supplier partners.

We leverage our digital platforms to drive incremental growth from new and adjacent categories like HD Home, pool and workwear.

Examples of these new products include the Cub Cadet® Ultima™ ZT1 zero turn mower, the DeWalt Atomic 20V platform, ReVent® bath fans, Jeld-Wen® fiberglass folding patio doors, the Rust-Oleum® HOME Interior Floor Coating System, Behr Ultra™ Scuff Defense™ Stain Blocking Paint & Primer in One, and the Setra™ kitchen faucet with Kohler® Konnect™ and voice-activated technology.

Highlights of these offerings include Husky® products, including 144-position tight-fit ratchet sets and storage solutions; Everbilt® products; Hampton Bay® products, including cordless stock blinds; the GE® Smart Whole House water filtration system; Glacier Bay® bath fixtures and toilets, including sensor faucets and the Power Flush toilet; LifeProof® flooring, including rigid core vinyl plank flooring and new waterproof bamboo; Philips™ Smart Wi-Fi LED bulbs; Vigoro® lawn care products such as landscape fabric; Werner® 5-in-1 multi-position ladders; and RIDGID® and Ryobi® power tools.

As part of our strategic investment program, we are investing in more space, more tools, and better technology to improve the customer experience and continue to grow this differentiated service offering.

As part of our investment in One Supply Chain, we have invested to further automate and mechanize our rapid deployment center network to drive efficiency and faster movement of product.

We are also adding flatbed distribution centers, which handle large items like lumber that are transported on flatbed trucks, and market delivery centers, which are focused on distribution of MRO products and fast-turning store-based products.

As of the end of fiscal 2019, we have opened at least one of each of these four major types of fulfillment facilities and will continue to build out our fulfillment network over the next few years.

Our real estate footprint provides a distinct structural and competitive advantage.

| • | *Dividend Principle.* We look to increase our dividend every year as we grow earnings. |

Our two primary objectives are growing market share with our customers and delivering shareholder value.

We have historically been guided by three principles to drive growth: delivering an exceptional customer experience, leading in product authority, and maintaining a disciplined approach to capital allocation.

These principles reflect how we fundamentally run our business.

Our customers expect to be able to buy how, when and where they want.

This is what we call the One Home Depot experience.

Below are some of the ways we have been investing in that experience during fiscal 2018.

grow their business.

We believe that investments aimed at deepening our relationships with our Pro customers are yielding increased engagement and will continue to translate into incremental spend.

As part of our continued commitment to invest in Pro customer relationships and the significant market opportunity these customers represent, we have created an enhanced Pro customer experience, both online and in-store.

These efforts allow our associates to devote more time to the customer and make working at The Home Depot a better experience.

To attract, reward, and retain qualified

personnel, we seek to maintain competitive salary and wage levels in each market we serve.

In fiscal 2018, as part of our strategic investments, we made a number of investments in our associates, including changes to our benefits programs to eliminate a waiting period for new hires and an enhanced paid maternity and parental leave program.

This means adjusting messages so that they are personalized to the customer, such as showing product that completes their project based upon what was recently purchased, or highlighting products and services that are most relevant based upon changing weather conditions.

In fiscal 2018, we empowered our customers with additional self-help tools.

We continue to make investments in our website and mobile apps.

In fiscal 2018, we continued to enhance our search and mobile functionality, our checkout speed, and our chat functionality with our online contact centers.

In fiscal 2018, we saw increased traffic to our online properties and improved online sales conversion rates.

Sales from our online channels increased over 26% during fiscal 2018.

We will continue to leverage our physical and digital assets in a seamless and frictionless way to enhance the end-to-end customer experience.

Examples of these new products include the Halo Color Selectable LED Downlight Retrofits, Behr Quick Dry Oil-Based Wood Finish, EGO® 56V Carbon Fiber PowerLoad Technology™ Trimmer, Andersen® LuminAire™ Retractable Screen, and Loctite® PL® Premium Max Construction Adhesive.

Highlights of these offerings include Husky® hand tools, tool storage and work benches, water resistant gloves, dual beam flashlights, diamond tip screwdrivers, and 15-in-1 screwdriver/nut drivers; Everbilt® products, including hardware fasteners, plumbing parts, pumps and garbage disposals; Hampton Bay® lighting, ceiling fans and kitchen cabinets; Glacier Bay® bath fixtures and toilets; LifeProof® flooring including carpet, carpet with PetProof® technology, rigid core vinyl plank flooring, and new slip resistant tiles; EcoSmart® lighting, featuring all-glass LED light bulbs; Vigoro® lawn care products; Stanley® hand tools; Troy-Bilt® outdoor snow throwers; and RIDGID® and Ryobi® power tools, featuring Ryobi® 40V cordless push mowers.

We refer to this process, which encompasses a multi-year effort, as One Home Depot Supply Chain.

During fiscal 2018, we continued to build the foundation to meet this goal.

In fiscal 2018, we began piloting these facilities.

For example, as of the end of fiscal 2018, we have rolled out van and car delivery to over 70% and 40% of the U.S. population, respectively, which provides our customers with a fast and affordable service for smaller deliveries.

Through technology development, we drive productivity and speed.

| • | Dividend Principle. We target a dividend payout of approximately 55% of prior year earnings per share, with the goal of increasing our dividend every year. |

Our customers routinely use a variety of electronic devices and platforms to shop online, read product reviews, and compare prices, products, and delivery options, regardless of where or how they shop.

Environmentally Preferred Products and Programs.

Commitment to Sustainability and Environmentally Responsible Operations.

Awards and Recognition.

for our overall excellence in energy efficiency, and we received the WaterSense® Sustained Excellence Award for our overall excellence in water efficiency.

We also were named an industry leader by CDP.

In the second quarter of fiscal 2019, we received a grand jury subpoena from the U.S. Attorney for the Northern District of Georgia and an amendment of the subpoena from the EPA civil enforcement division.

We are continuing to cooperate and engage in discussions with the EPA and the Department of Justice on these matters.

We are continuing to cooperate with the EPA.

In January 2019, we received a letter from the California South Coast Air Quality Management District ("SCAQMD") regarding allegations that we have sold denatured alcohol since 2015 in a manner that is not compliant with

applicable rules.

We are currently in discussions with SCAQMD.

Although we cannot predict the outcome of this matter, we do not expect the outcome to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

[removed: x ANNUAL] [added: ☒ ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the fiscal year [removed: ended February 3, 2019][added: ended February 2, 2020]

[removed: ¨ TRANSITION] [added: ☐ TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file [removed: number 1-8207][added: number 1-8207]

[removed: ][added: ]

[removed: THE HOME] [added: THE HOME] DEPOT, [removed: INC.][added: INC.]

| [removed: | Delaware State] [added: (State] or other jurisdiction [removed: of] incorporation or [removed: organization] [added: organization)] | | [removed: 95-3261426] [added: | |] (I.R.S. Employer Identification No.) | |

[removed: | | 2455 Paces Ferry Road, Atlanta, Georgia 30339 (Address of principal executive offices) (Zip Code) | |] Registrant’s telephone number, including area code: [removed: (770) 433-8211 | |][added: (770) 433-8211]

| [removed: | Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | | | [added: |]

| [removed: | Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Trading Symbol | | Name] of each exchange on which [removed: registered |] [added: registered] |

| [removed: |] Common Stock, $0.05 Par Value Per Share | | [added: HD | |] New York Stock Exchange | [removed: |]

Securities registered pursuant to section 12(g) of the Act: [removed: None][added: None]

Yes [removed: ý] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: ý][added: ☒]

[removed: |] Large accelerated filer [removed: ý] [added: ☒] Accelerated filer [removed: ¨] [added: ☐] Non-accelerated filer [removed: ¨] [added: ☐] Smaller reporting company [removed: ¨ | | | |][added: ☐ Emerging growth company ☐]

[removed: | Emerging growth company ¨ |] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [removed: ¨ | | |]

The aggregate market value of voting common stock held by non-affiliates of the registrant on [removed: July 29, 2018] [added: August 4, 2019] was [removed: $225.3] [added: $232.3] billion.

The number of shares outstanding of the registrant’s common stock as of March [removed: 8, 2019] [added: 6, 2020] was [removed: 1,103,903,507] [added: 1,074,741,592] shares.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant’s proxy statement for the [removed: 2019] [added: 2020] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K to the extent described herein.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

[removed: | [Commonly Used or Defined Terms](#sA9B6D4F80470569185213A555922AC20) | | [ii](#sA9B6D4F80470569185213A555922AC20) |][added: COMMONLY USED OR DEFINED TERMS]

| [Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of [removed: 1995](#s2EED2A08AA9B5CC49BC29487CBDAEFE4)] [added: 1995](#s527E56D5A078501B88EBC4D61A0D8FE5)] | | [removed: [iii](#s2EED2A08AA9B5CC49BC29487CBDAEFE4)] [added: [iii](#s527E56D5A078501B88EBC4D61A0D8FE5)] |

[removed: | [PART I](#sB4711ECF2BC854E1819DDD63B3F70915) | | |][added: PART I]

| Item 1. | [removed: [Business](#s78C995DA6A7E5858889FC7ED146CBCEC).] [added: [Business](#s4EBD2F2A4E4A567286D09605B88203F1).] | [removed: [1](#s78C995DA6A7E5858889FC7ED146CBCEC)] [added: [1](#s4EBD2F2A4E4A567286D09605B88203F1)] |

| Item 1A. | [Risk [removed: Factors](#s329D4C38F0485C3896FB13DD513F20F7).] [added: Factors](#s7493E35E249B5BB09ADA3539BB4AE790).] | [removed: [8](#s329D4C38F0485C3896FB13DD513F20F7)] [added: [8](#s7493E35E249B5BB09ADA3539BB4AE790)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s3FA83B3ACC235B848512BE55F5D9B057).] [added: Comments](#s1FDCB5AF999650B59D12CFBC1645968F).] | [removed: [15](#s3FA83B3ACC235B848512BE55F5D9B057)] [added: [16](#s1FDCB5AF999650B59D12CFBC1645968F)] |

| Item 2. | [removed: [Properties](#sAEF698C8BCBC5816B1810EFD5177CF0B).] [added: [Properties](#sD8E8F12AF243537EA0F828B039EFA7BF).] | [removed: [15](#sAEF698C8BCBC5816B1810EFD5177CF0B)] [added: [17](#sD8E8F12AF243537EA0F828B039EFA7BF)] |

| Item 3. | [Legal [removed: Proceedings](#s116A32FD02FB574391E745D9F6CB86FC).] [added: Proceedings](#sDCACCF71C8F257BC96AD3E2C579E2706).] | [removed: [17](#s116A32FD02FB574391E745D9F6CB86FC)] [added: [18](#sDCACCF71C8F257BC96AD3E2C579E2706)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s410AB6AF6DCA55FBAFA895485F1E82BC).] [added: Disclosures](#s6AAEA99306C95C0BB34541928D082628).] | [removed: [18](#s410AB6AF6DCA55FBAFA895485F1E82BC)] [added: [19](#s6AAEA99306C95C0BB34541928D082628)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s86E52F74434355248B6E04956E4A056E).] [added: Securities](#s588D2C7153415B8AA1DE0E4ECD0C215A).] | [removed: [18](#s86E52F74434355248B6E04956E4A056E)] [added: [19](#s588D2C7153415B8AA1DE0E4ECD0C215A)] |

| Item 6. | [Selected Financial [removed: Data](#sB0B3F8D46FBC54C994357E44F0C86B26).] [added: Data](#s661E9A2EA3575A249653F527638B4FC0).] | [removed: [19](#sB0B3F8D46FBC54C994357E44F0C86B26)] [added: [20](#s661E9A2EA3575A249653F527638B4FC0)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0370279D1307537CA712C94D1C705550).] [added: Operations](#s618F2F9440C05D2A81FC86D67D515841).] | [removed: [19](#s0370279D1307537CA712C94D1C705550)] [added: [21](#s618F2F9440C05D2A81FC86D67D515841)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sDD7DE0829F6A5D508899853A60AA03CB).] [added: Risk](#s39222693BDB4565C9286CA8747E0C423).] | [removed: [28](#sDD7DE0829F6A5D508899853A60AA03CB)] [added: [28](#s39222693BDB4565C9286CA8747E0C423)] |

or

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Delaware | | | | 95-3261426 | |

| | | | | | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| 2455 Paces Ferry Road | | | | | | |

| Atlanta, | Georgia | | | | 30339 | |

| (Address of principal executive offices) | | | | | (Zip Code) | |

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

| [PART II](#s94235262699D5849BD59D777B0174F0F) | | |

| [PART IV](#s20CAF9E5EB495A52B1B74C5210DEE10E) | | |

| [SIGNATURES](#s83986FE5458B52BC817902CF53BEE6C4) | | [70](#s83986FE5458B52BC817902CF53BEE6C4) |

| ASU No. 2014-09 | | Revenue from Contracts with Customers (Topic 606) |

| FIRST phone | | Web-enabled handheld device used by associates in our stores |

| Interline | | The legacy Interline Brands business, now operating as a part of The Home Depot Pro |

10-K 1 hd_10kx02032019.htm 10-K

or

| | | | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| | | | |

| --- | --- | --- | --- |

| [PART II](#sBF259971135E531295F0423E14286E01) | | |

| [PART IV](#s4FA07EE9590659EC9CAFA0B501A3486F) | | |

| [SIGNATURES](#sA4A8E56A8F605DDCBE1BB489CE980F46) | | [67](#sA4A8E56A8F605DDCBE1BB489CE980F46) |

| GRI | | Global Reporting Initiative |

| Interline | | Interline Brands, Inc. |

The percentage of our owned versus leased facilities that were operating at the end of fiscal [removed: 2018,] [added: 2019,] along with the total square footage, [removed: follows.][added: follows:]

| [removed: square] [added: square] footage in [removed: millions] [added: millions] | [removed: Owned] [added: Owned] | | | [removed: Leased] [added: Leased] | | | [removed: Total] [added: Total] Square [removed: Footage] [added: Footage] | |

| Warehouses and distribution centers [removed: (2)] | 4 | % | | 96 | % | | [removed: 56.1] [added: 60.0] | |

| Offices and other | [removed: 22] [added: 23] | % | | [removed: 78] [added: 77] | % | | [removed: 4.3] [added: 4.4] | |

| [removed: (1)] [added: *(1)*] | [removed: Our] [added: *Our] owned stores include those subject to ground [removed: leases.] [added: leases.*] |

Our U.S. store locations at the end of fiscal [removed: 2018 follow.][added: 2019 follow:]

| [removed: U.S.] [added: U.S.] | [removed: Stores] [added: Stores] | | | [removed: U.S.] [added: U.S.] | [removed: Stores] [added: Stores] | |

| Florida | [removed: 153] [added: 155] | | | Ohio | 70 | |

| Indiana | 24 | | | South Carolina | [removed: 25] [added: 26] | |

| | | | | Total U.S. | [removed: 1,981] [added: 1,984] | |

Our store locations outside of the U.S. at the end of fiscal [removed: 2018 follow.][added: 2019 follow:]

| [removed: Canada] [added: Canada] | [removed: Stores] [added: Stores] | | | [removed: Mexico] [added: Mexico] | [removed: Stores] [added: Stores] | |

| Nova Scotia | 4 | | | Chihuahua | [removed: 6] [added: 5] | |

| | | | | San Luis [removed: Potosi] [added: Potosí] | 2 | |

| | | | | State of Mexico | [removed: 14] [added: 16] | |

| | | | | Total Mexico | [removed: 124] [added: 125] | |

| Stores (1) | 90 | % | | 10 | % | | 238.1 | |

| Total | | | | | | | 302.5 | |

| | | | | Querétaro | 4 | |

| | | | | Yucatán | 2 | |

| Stores (1) | 90 | % | | 10 | % | | 237.7 | |

| Total | | | | | | | 298.1 | |

| | |

| --- | --- |

| (2) | Located in 49 states, territories, and provinces. |

| | | | | Queretaro | 4 | |

| | | | | Yucatan | 2 | |

[removed: PART II][added: PART II]

Since April 19, 1984, our common stock has been listed on the NYSE, trading under the symbol [removed: "HD".][added: “HD.” We paid our first cash dividend on June 22, 1987 and have paid a cash dividend during each subsequent quarter.]

At March [removed: 8, 2019,] [added: 6, 2020,] there were approximately [removed: 110,000] [added: 121,000] holders of record of our common stock and approximately [removed: 2,561,000] [added: 3,043,000] additional [removed: "street name"] [added: “street name”] holders whose shares are held of record by banks, brokers, and other financial institutions.

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

The graph assumes $100 was invested at the closing price of our common stock on the NYSE and in each index on the last trading day of fiscal [removed: 2013] [added: 2014] and assumes that all dividends were reinvested on the date paid.

[removed: ][added: ]

| | [removed: —●—] [added: —●—] | The Home Depot | —u— | S&P Retail Composite Index | [removed: —■—] [added: —■—] | S&P 500 Index |

| | [removed: Fiscal] [added: Fiscal] Year [removed: Ended] [added: Ended] | | | | | | | | | | | | | | | | | | | | | | |

| | [removed: February 2, 2014 | | | | February] [added: February] 1, [removed: 2015] [added: 2015] | | | | [removed: January] [added: January] 31, [removed: 2016] [added: 2016] | | | | [removed: January] [added: January] 29, [removed: 2017] [added: 2017] | | | | [removed: January] [added: January] 28, [removed: 2018] [added: 2018] | | | | [removed: February] [added: February] 3, [removed: 2019] [added: 2019] | | | [added: | February 2, 2020 | | |]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The number and average price of shares purchased in each fiscal month of the fourth quarter of fiscal [removed: 2018 follow.][added: 2019 follow:]

| [removed: Period] [added: Period] | [removed: Total] [added: Total] Number [removed: of Shares Purchased(1)] [added: of Shares Purchased(1)] | | | [removed: Average Price Paid] [added: Average Price Paid] Per [removed: Share(1)] [added: Share(1)] | | | | [removed: Total] [added: Total] Number of Shares [removed: Purchased as] [added: Purchased as] Part of [removed: Publicly Announced Program(2)] [added: Publicly Announced Program(2)] | | | [removed: Dollar] [added: Dollar] Value of [removed: Shares that] [added: Shares that] May Yet Be [removed: Purchased Under] [added: Purchased Under] the [removed: Program(2)] [added: Program(2)] | | |

| [removed: (1)] [added: *(1)*] | [removed: These] [added: *These] amounts include repurchases pursuant to our Amended and Restated 2005 Omnibus Stock Incentive Plan and our 1997 Omnibus Stock Incentive Plan (collectively, the [removed: "Plans").] [added: “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 [removed: programs.] [added: programs.*] |

| [removed: (2)] [added: *(2)*] | [removed: In December 2017, our Board of Directors authorized a $15.0 billion share repurchase program, of which approximately $2.9 billion remained at the end of fiscal 2018. In] [added: *In] February 2019, our Board of Directors authorized a [removed: new] $15.0 billion share repurchase [removed: program that] [added: program* *that] replaced the previous authorization. This [removed: new] program does not have a prescribed expiration [removed: date.] [added: date.*] |

[removed: Sales] [added: Sales] of Unregistered [removed: Securities][added: Securities]

During the fourth quarter of fiscal [removed: 2018,] [added: 2019,] we issued [removed: 530] [added: 462] 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 and Rule 506 of the SEC’s Regulation D thereunder.

The deferred stock units were credited to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the form of deferred stock units instead of cash during the fourth quarter of fiscal [removed: 2018.][added: 2019.]

During the fourth quarter of fiscal [removed: 2018,] [added: 2019,] we credited [removed: 11,989] [added: 9,193] deferred stock units to participant accounts under the Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans.

| The Home Depot | $ | 100.00 | | | $ | 122.88 | | | $ | 138.04 | | | $ | 211.56 | | | $ | 192.43 | | | $ | 244.53 | |

| S&P Retail Composite Index | 100.00 | | | | 116.80 | | | | 138.46 | | | | 201.09 | | | | 211.74 | | | | 255.38 | | |

| S&P 500 Index | 100.00 | | | | 99.33 | | | | 120.04 | | | | 153.29 | | | | 147.35 | | | | 179.10 | | |

| November 4, 2019 – December 1, 2019 | 594,467 | | (3) | $ | 227.52 | | | 589,932 | | | $ | 11,486,268,617 | |

| December 2, 2019 – December 29, 2019 | 4,488,532 | | | 218.35 | | | | 4,487,586 | | | 10,312,547,946 | | |

| December 30, 2019 – February 2, 2020 | 9,854,407 | | | 226.26 | | | | 9,852,099 | | | 8,277,265,927 | | |

| Total | 14,937,406 | | | 223.93 | | | | 14,929,617 | | | | | |

| | |

| --- | --- |

| *(3)* | *This amount includes shares received in the fourth quarter of fiscal 2019 related to the settlement of the ASR agreement entered into in the third quarter of fiscal 2019. See* [*Note 6*](#sA60AB7DEDD3E5B65B59ABD3F14713B6B) *to our consolidated financial statements for further discussion of our ASR agreements.* |

We paid our first cash dividend on June 22, 1987 and have paid a cash dividend during each subsequent quarter.

| The Home Depot | $ | 100.00 | | | $ | 138.83 | | | $ | 170.59 | | | $ | 191.64 | | | $ | 293.71 | | | $ | 267.16 | |

| S&P Retail Composite Index | 100.00 | | | | 120.09 | | | | 140.26 | | | | 166.28 | | | | 241.50 | | | | 254.29 | | |

| S&P 500 Index | 100.00 | | | | 114.22 | | | | 113.45 | | | | 137.11 | | | | 175.09 | | | | 168.30 | | |

| October 29, 2018 - November 25, 2018: | 5,379,057 | | | $ | 176.92 | | | 5,375,064 | | | $ | 6,494,055,865 | |

| November 26, 2018 - December 23, 2018: | 8,460,498 | | | 172.63 | | | | 8,454,414 | | | 5,034,627,517 | | |

| December 24, 2018 - February 3, 2019: | 11,974,922 | | | 175.35 | | | | 11,917,918 | | | 2,945,026,439 | | |

| Total | 25,814,477 | | | 174.78 | | | | 25,747,396 | | | | | |

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#s177D98CB76655FA9AFD38A312DA23CDF) | | [30](#s177D98CB76655FA9AFD38A312DA23CDF) |][added: Firm]

[removed: | [Consolidated Balance Sheets](#sD657D90451BD501E88301B9FC69093FB) | | [31](#sD657D90451BD501E88301B9FC69093FB) |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Earnings](#s341FB55916085C83B3D59EADCC88FC35) | | [32](#s341FB55916085C83B3D59EADCC88FC35) |][added: CONSOLIDATED STATEMENTS OF EARNINGS]

[removed: | [Consolidated Statements of Comprehensive Income](#s1F298AB5CB3E5C3FAE42A0E74EB39B88) | | [33](#s1F298AB5CB3E5C3FAE42A0E74EB39B88) |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

[removed: | [Consolidated Statements of Stockholders' Equity](#s7D2DEB95FE005F66888A1BD7253A5972) | | [34](#s7D2DEB95FE005F66888A1BD7253A5972) |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#s84E3A61E3F965C05B7C6FB2DA0DE0ED1) | | [35](#s84E3A61E3F965C05B7C6FB2DA0DE0ED1) |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Notes to Consolidated Financial Statements](#s0A1FEB0DF78050D1BD93A7CEEBBE7D57) | | [36](#s0A1FEB0DF78050D1BD93A7CEEBBE7D57) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Note 1. Summary of Significant Accounting [removed: Policies](#s087397B3AD7A56C3AA31D78C4485B5CF)] [added: Policies](#s894D7C42B4635301830BF68D80D81F7D)] | | [removed: [36](#s087397B3AD7A56C3AA31D78C4485B5CF)] [added: [37](#s894D7C42B4635301830BF68D80D81F7D)] |

| [Note 2. Net Sales and Segment [removed: Reporting](#sF4593FEB7A875B41A16A5AD84FAA1531)] [added: Reporting](#s9DFB58ABB4A2538B9262CA22ECE1D261)] | | [removed: [43](#sF4593FEB7A875B41A16A5AD84FAA1531)] [added: [43](#s9DFB58ABB4A2538B9262CA22ECE1D261)] |

| [Note 3. Property and [removed: Leases](#s992E82EE1A555AB69AB217713443B81F)] [added: Leases](#s3C422C83224B5EA48CB85041A9ED8F38)] | | [removed: [45](#s992E82EE1A555AB69AB217713443B81F)] [added: [45](#s3C422C83224B5EA48CB85041A9ED8F38)] |

| [Note 4. Debt and Derivative [removed: Instruments](#s389F5318012651CFACB4B91B48BA5BE6)] [added: Instruments](#s03B94F245E855B8399F37220E80A9A72)] | | [removed: [46](#s389F5318012651CFACB4B91B48BA5BE6)] [added: [48](#s03B94F245E855B8399F37220E80A9A72)] |

| [Note 5. Income [removed: Taxes](#sC22377C2EF0B5DFCBA253BA0F77EAEBF)] [added: Taxes](#sC99C9BB9C2C255FA85DCA21A32E95389)] | | [removed: [49](#sC22377C2EF0B5DFCBA253BA0F77EAEBF)] [added: [51](#sC99C9BB9C2C255FA85DCA21A32E95389)] |

| [Note 6. Stockholders' [removed: Equity](#s9421ECBF1CCE59389D33DFCB28C40F73)] [added: Equity](#sA60AB7DEDD3E5B65B59ABD3F14713B6B)] | | [removed: [53](#s9421ECBF1CCE59389D33DFCB28C40F73)] [added: [55](#sA60AB7DEDD3E5B65B59ABD3F14713B6B)] |

| [Note 7. Fair Value [removed: Measurements](#sEA7646CE0C1B5DF0952B07B7E5212806)] [added: Measurements](#sEACD1F1B128755C486FE70197BAA5998)] | | [removed: [53](#sEA7646CE0C1B5DF0952B07B7E5212806)] [added: [55](#sEACD1F1B128755C486FE70197BAA5998)] |

| [Note 8. Stock-Based [removed: Compensation](#sA8DABB280A625DAA9D2086614FE092F9)] [added: Compensation](#s53D243BB00195931B4EEC342720C7F8B)] | | [removed: [54](#sA8DABB280A625DAA9D2086614FE092F9)] [added: [56](#s53D243BB00195931B4EEC342720C7F8B)] |

| [Note 9. Employee Benefit [removed: Plans](#s84E1132BFAF15988977D5A35AD10F3D5)] [added: Plans](#sE158E73F267E5256B17A0F135C3E01BD)] | | [removed: [57](#s84E1132BFAF15988977D5A35AD10F3D5)] [added: [59](#sE158E73F267E5256B17A0F135C3E01BD)] |

| [Note 10. Weighted Average Common [removed: Shares](#sEAA67D2245055CF2A6D905EAB1E7FF17)] [added: Shares](#sC0C4017847BA537ABC19167300E190EF)] | | [removed: [57](#sEAA67D2245055CF2A6D905EAB1E7FF17)] [added: [59](#sC0C4017847BA537ABC19167300E190EF)] |

| [Note 11. Commitments and [removed: Contingencies](#s917C66CA5267552B9201E47474735B12)] [added: Contingencies](#s62C6255EBBDA50BE9C5934A3E9AF7C42)] | | [removed: [57](#s917C66CA5267552B9201E47474735B12)] [added: [59](#s62C6255EBBDA50BE9C5934A3E9AF7C42)] |

| [Note 12. Quarterly Financial Data [removed: (Unaudited)](#sD0EC56035BC95A7BB988A30AE0137839)] [added: (Unaudited)](#s3AACAC8120A853C1BD0CA07629D6DF23)] | | [removed: [58](#sD0EC56035BC95A7BB988A30AE0137839)] [added: [60](#s3AACAC8120A853C1BD0CA07629D6DF23)] |

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#s198EC57330805357B3D21E5C0C11B86B) | | [30](#s198EC57330805357B3D21E5C0C11B86B) |]

[removed: The] [added: To the] Stockholders and Board of Directors

[removed: Opinion] [added: Opinion] on the Consolidated Financial [removed: Statements][added: Statements]

We have audited the accompanying Consolidated Balance Sheets of The Home Depot, Inc. and Subsidiaries [added: (the Company)] as of February [removed: 3, 2019 and January 28, 2018,] [added: 2, 2020] and [added: February 3, 2019,] 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 [removed: 3, 2019,] [added: 2, 2020,] and the related notes (collectively, the [removed: “Consolidated] [added: Consolidated] Financial [removed: Statements”).][added: Statements).]

In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of [removed: The Home Depot, Inc. and Subsidiaries] [added: the Company] as of February [removed: 3, 2019] [added: 2, 2020] and [removed: January 28, 2018,] [added: February 3, 2019,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the fiscal years in the three‑year period ended February [removed: 3, 2019,] [added: 2, 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”), The Home Depot, Inc.’s] [added: (PCAOB), the Company’s] internal control over financial reporting as of February [removed: 3, 2019,] [added: 2, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March [removed: 28, 2019] [added: 25, 2020] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: THE] [added: THE] HOME DEPOT, [removed: INC.][added: INC.]

[removed: CONSOLIDATED BALANCE SHEETS][added: | [Consolidated Balance Sheets](#s72F1EE8BD352548D944BE7B265D81E22) | | [32](#s72F1EE8BD352548D944BE7B265D81E22) |]

| [removed: in] [added: in] millions, except per share [removed: data] [added: data] | [removed: February 3, 2019] [added: February 2, 2020] | | | | [removed: January 28, 2018] [added: February 3, 2019] | | |

| [removed: Assets] [added: Assets] | | | | | | | |

| Cash and cash equivalents | $ | [removed: 1,778] [added: 2,133] | | | $ | [removed: 3,595] [added: 1,778] | |

| Receivables, net | [removed: 1,936] [added: 2,106] | | | | [removed: 1,952] [added: 1,936] | | |

| Merchandise inventories | [removed: 13,925] [added: 14,531] | | | | [removed: 12,748] [added: 13,925] | | |

| Other current assets | [removed: 890] [added: 1,040] | | | | [removed: 638] [added: 890] | | |

| Total current assets | [removed: 18,529] [added: 19,810] | | | | [removed: 18,933] [added: 18,529] | | |

| Net property and equipment | [removed: 22,375] [added: 22,770] | | | | [removed: 22,075] [added: 22,375] | | |

| Goodwill | [removed: 2,252] [added: 2,254] | | | | [removed: 2,275] [added: 2,252] | | |

| Other assets | [removed: 847] [added: 807] | | | | [removed: 1,246] [added: 847] | | |

| Total assets | $ | [removed: 44,003] [added: 51,236] | | | $ | [removed: 44,529] [added: 44,003] | |

| [Note 13. Subsequent Events](#s6ce028e23faf4417ac2b4be85ac4c973) | | [60](#s6ce028e23faf4417ac2b4be85ac4c973) |

Change in Accounting Principle

As discussed in Note 1 to the Consolidated Financial Statements, the Company has changed its method of accounting for leases as of February 4, 2019 due to the adoption of Accounting Standards Update No. 2016-02, *Leases (Topic 842)*, and related amendments.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the Consolidated Financial Statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the Consolidated Financial Statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

*Evaluation of the self-insurance liability*

As discussed in Note 1 to the Consolidated Financial Statements, the Company is self-insured for certain losses related to general liability (including product liability), workers’ compensation, employee group medical,

and automobile claims.

The Company recognizes the expected ultimate cost for claims incurred at the balance sheet date as a liability.

The expected ultimate cost for claims incurred is estimated based upon an analysis of historical data and actuarial estimates determined by the Company’s third-party actuary.

We identified the evaluation of certain self-insurance liabilities as a critical audit matter, specifically those liabilities related to general liability (including product liability) and workers’ compensation.

Specialized skills were required to evaluate the actuarial methods and assumptions used in determining certain self-insurance liabilities.

There was a high degree of judgment required to evaluate the Company’s key assumptions such as loss development factors and the selection of ultimate losses among estimates derived using the various actuarial methods.

The primary procedures we performed to address this critical audit matter included the following.

We tested certain internal controls over the Company’s self-insurance liabilities process including controls over the review of the third-party actuarial report and the actuarial methods and key assumptions used by the actuary in determining certain self-insurance liabilities.

We analyzed the key assumptions underlying the actuarial estimates by evaluating the reported claims and claims payments.

We involved actuarial professionals with specialized skills and knowledge, who assisted in:

| • | Assessing the actuarial methods used by the Company’s third-party actuary, for consistency with generally accepted actuarial standards and practices; |

| • | Evaluating the key assumptions by comparing to historical data; and |

| • | Developing an independent actuarial range of certain self-insurance liabilities, based on the Company’s underlying historical paid and incurred loss data, and comparing the range to the Company’s estimated liabilities. |

*Evaluation of gross unrecognized income tax benefits*

As discussed in Notes 1 and 5 to the Consolidated Financial Statements, the Company recognizes the effect of income tax positions if those positions are more likely than not of being sustained at the largest amount that is greater than 50% likely of being realized.

The Company’s tax positions are subject to examination by domestic and foreign taxing authorities and the resolution of such examinations may span multiple years.

Since tax law is complex and often subject to interpretations, there is uncertainty that some of the Company’s tax positions will be sustained upon examination.

We identified the evaluation of the Company’s gross unrecognized tax benefits as a critical audit matter.

Complex auditor judgment was required to evaluate the Company’s interpretation of tax law and its identification and determination of the ultimate resolution of its tax positions.

The primary procedures we performed to address this critical audit matter included the following.

We tested certain internal controls over the Company’s tax process to evaluate gross unrecognized tax benefits, including controls related to (1) interpreting tax law, (2) evaluating which of the Company’s tax positions may not be sustained upon examination, and (3) determination of the more-likely-than-not amount of the positions to be upheld.

We involved tax professionals with specialized skills and knowledge, who assisted in:

| • | Assessing the transfer pricing studies for compliance with applicable laws and regulations; |

| • | Evaluating the Company’s interpretation of tax laws by developing an independent assessment based on our understanding and interpretation of the tax laws; |

| • | Inspecting settlements with applicable taxing authorities, and evaluating the expiration of statutes of limitations; and |

| • | Analyzing the Company’s assumptions and data used to determine the amount of tax benefits to recognize as well as testing the Company’s calculations and comparing the results to the Company’s assessment. |

March 25, 2020

| Operating lease right-of-use assets | 5,595 | | | | — | | |

| Current operating lease liabilities | 828 | | | | — | | |

| Long-term operating lease liabilities | 5,066 | | | | — | | |

THE HOME DEPOT, INC.

*See accompanying notes to consolidated financial statements.*

March 28, 2019

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Shrink (or in the case of

Most of these leases are operating leases.

However, certain retail locations and equipment are leased under capital leases.

Short-term and long-term obligations for capital leases are included in the applicable long-term debt category based on maturity.

The cumulative expense recognized on a straight-line basis in excess of the cumulative payments is included in other accrued expenses and other long-term liabilities.

Total rent expense for fiscal 2018, fiscal 2017, and fiscal 2016 is net of an immaterial amount of sublease income.

| Disposition | (15 | | ) | | — | | | | — | | |

Any ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

The fair values of our derivative financial instruments are discussed in [Note 4](#s389F5318012651CFACB4B91B48BA5BE6) and [Note 7](#sEA7646CE0C1B5DF0952B07B7E5212806).

Cost of Credit

We have agreements with third-party service providers who directly extend credit to customers, manage our PLCC program, and own the related receivables.

The interchange fees charged to us for our customers’ use of the cards and any profit

sharing with the third-party service providers are included in net sales in fiscal 2018 and subsequent periods and in SG&A in fiscal 2017 and fiscal 2016.

The sum of the deferred interest charges, interchange fees, and any profit sharing is referred to as the cost of credit of the PLCC program.

permanent reinvestment assertion, we recognize a provision for deferred income taxes.

See "Recently Adopted Accounting Pronouncements" below for a discussion of our adoption of new accounting standards.

ASU No. 2016-16.

In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory," which requires an entity to recognize the income tax consequences of an intercompany transfer of assets other than inventory when the transfer occurs.

An entity will continue to recognize the income tax consequences of an intercompany transfer of inventory when the inventory is sold to a third party.

We expect the impact of the adoption to be immaterial to our financial position, results of operations, and cash flows on an ongoing basis.

ASU No. 2014-09.

In May 2014, the FASB issued a new standard related to revenue recognition.

Under ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

On January 29, 2018, we adopted ASU No. 2014-09 using the modified retrospective transition method.

In preparation for implementation of the standard, we finalized key accounting assessments and then implemented internal controls and updated processes to appropriately recognize and present the associated financial information.

Based on these efforts, we determined that the adoption of ASU No. 2014-09 changes the presentation of (i) certain expenses and cost reimbursements associated with our PLCC program (now recognized in net sales), (ii) certain expenses related to the sale of gift cards to customers (now recognized in operating expense), and (iii) gift card breakage income (now recognized in net sales).

We also have changed our recognition of gift card breakage income to be recognized proportionately as redemption occurs, rather than based on historical redemption patterns.

In addition, the adoption of ASU No. 2014-09 requires that we recognize our sales return allowance on a gross basis rather than as a net liability.

As such, we now recognize (i) a return asset for the right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery costs (recorded as an increase to other current assets) and (ii) a return liability for the amount of expected returns (recorded as an increase to other accrued expenses and a decrease to receivables, net).

We applied ASU No. 2014-09 only to contracts that were not completed prior to fiscal 2018.

The cumulative effect of initially applying ASU No. 2014-09 was a $99 million reduction to deferred revenue, a $24 million increase to deferred income taxes (included in other long-term liabilities), and a $75 million increase to the opening balance of retained earnings as of January 29, 2018.

The comparative prior period information continues to be reported under the accounting standards in effect during those periods.

Excluding the effect of the opening balance sheet adjustment noted above, the impact of the adoption of ASU No. 2014-09 on our consolidated balance sheet as of February 3, 2019 follows.

| in millions | As Reported | | | | ASU No. 2014-09 Impact | | | | Excluding ASU No. 2014-09 Impact | | |

| Receivables, net | $ | 1,936 | | | $ | (40 | ) | | $ | 1,976 | |

| Other current assets | 890 | | | | 256 | | | | 634 | | |

| Other accrued expenses | 2,611 | | | | 216 | | | | 2,395 | | |

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]

There have not been any changes in our internal control over financial reporting during the fiscal quarter ended February [removed: 3, 2019] [added: 2, 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

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 [removed: 3, 2019] [added: 2, 2020] based on the framework in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (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 [removed: 3, 2019] [added: 2, 2020] 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 February [removed: 3, 2019] [added: 2, 2020] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

| Craig A. Menear Chairman, Chief Executive Officer and President | | [removed: Carol B. Tomé Chief Financial Officer and] [added: Richard V. McPhail] Executive Vice President [removed: – Corporate Services] [added: and Chief Financial Officer] |

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: The] [added: To the] Stockholders and Board of Directors

[removed: Opinion] [added: *Opinion] on Internal Control Over Financial [removed: Reporting][added: Reporting*]

We have audited The Home Depot, Inc. and Subsidiaries’ [added: (the Company)] internal control over financial reporting as of February [removed: 3, 2019,] [added: 2, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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 [removed: 3, 2019,] [added: 2, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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) [removed: (“PCAOB”),] [added: (PCAOB),] the Consolidated Balance Sheets of [removed: The Home Depot, Inc. and Subsidiaries] [added: the Company] as of February [removed: 3, 2019 and January 28, 2018,] [added: 2, 2020] and [added: February 3, 2019,] 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 [removed: 3, 2019,] [added: 2, 2020,] and the related notes (collectively, the [removed: “Consolidated] [added: Consolidated] Financial [removed: Statements”),] [added: Statements),] and our report dated March [removed: 28, 2019] [added: 25, 2020] expressed an unqualified opinion on those Consolidated Financial Statements.

[removed: Basis] [added: *Basis] for [removed: Opinion][added: 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 [added: Management’s] Report on Internal Control Over Financial Reporting.

[removed: Definition] [added: *Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting*]

| /s/ CRAIG A. MENEAR | | /s/ RICHARD V. MCPHAIL |

March 25, 2020

| /s/ CRAIG A. MENEAR | | /s/ CAROL B. TOMÉ |

March 28, 2019

[removed: PART III][added: PART III]

The Home Depot, Inc. has established a $3.5 billion revolving credit facility (the “Credit Facility”) by entering into a 364-Day Revolving Credit Facility Agreement dated as of March 23, 2020 (the “Credit Agreement”) with the banks party thereto, JPMorgan Chase Bank, N.A. and BOFA Securities, Inc. as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. as administrative agent for the banks party thereto (in such capacity, the “Agent”) and Bank of America, N.A., as syndication agent.

We currently intend to use borrowings, if any, under the Credit Facility, for general corporate purposes and to support our expanded commercial paper programs.

Commitments under the Credit Facility will expire, and the Credit Facility will mature, on March 22, 2021.

Fundings under the Credit Facility are subject to conditions customary for financings of this type.

Loans under the Credit Facility will bear interest at a rate per year generally equal to, at our election, either:

| | |

| --- | --- |

| • | the highest of (a) the interest rate quoted by The Wall Street Journal as the prime rate in the United States; (b) 0.5% plus the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, each as determined by the Federal Reserve Bank of New York; and (c) LIBOR for a one-month interest period plus 1.0%, plus the applicable margin for such loans (“Base Rate Loans”); or |

| | |

| --- | --- |

| • | LIBOR for the selected term which may be one, two, three or six months, plus the applicable margin for such loans (“Eurodollar Loans”). |

The applicable margin for loans will vary depending upon our ratings for senior, unsecured, long-term indebtedness for borrowed money.

Based upon our current ratings, the applicable margin for Base Rate Loans would be 0.00%, and the applicable margin for Eurodollar Loans would be 0.950%.

In addition, we will pay a facility fee on the commitments outstanding under the Credit Facility.

The Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary for financings of this type.

Not applicable.

Information required by this item, other than the information regarding the executive officers set forth below, is incorporated by reference to the sections entitled [removed: "Election] [added: “Election] of [removed: Directors," "Corporate Governance," "General,"] [added: Directors,” “Corporate Governance,” “General,”] and [removed: "Audit] [added: “Audit] Committee [removed: Report"] [added: Report”] in our Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Shareholders [removed: ("Proxy Statement").][added: (“Proxy Statement”).]

ANN-MARIE CAMPBELL, age [removed: 53,] [added: 54,] has been Executive Vice President – U.S. Stores since February 2016.

CAREY, age [removed: 54,] [added: 55,] has been Executive Vice President and Chief Information Officer since September 2008.

DECKER, age [removed: 56,] [added: 57,] has been Executive Vice President – Merchandising since August 2014.

HOLIFIELD, age [removed: 62,] [added: 63,] has been Executive Vice President – Supply Chain and Product Development since February 2014.

Mr. Holifield was previously with Office Depot, Inc., an office products and services company, from 1994 through July [removed: 2006, where he served in variety of supply chain positions, including Executive Vice President of Supply Chain Management.]

HOURIGAN, age [removed: 62,] [added: 63,] has been Executive Vice President – Human Resources since June 2017.

LENNIE, age [removed: 63,] [added: 64,] has been Executive Vice President – Outside Sales & Service since July 2015.

MENEAR, age [removed: 61,] [added: 62,] has been our Chief Executive Officer and President since November 2014 and our Chairman since February 2015.

TERESA WYNN ROSEBOROUGH, age [removed: 60,] [added: 61,] has been Executive Vice President, General Counsel and Corporate Secretary since November 2011.

[removed: TOMÉ,] [added: McPHAIL,] age [removed: 62,] [added: 49,] has been [removed: Chief Financial Officer since May 2001 and] Executive Vice President [removed: – Corporate Services] [added: and Chief Financial Officer] since [removed: January 2007.][added: September 2019.]

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

2006, where he served in various supply chain positions, including Executive Vice President of Supply Chain Management.

RICHARD V.

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 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; 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 served as executive vice president of corporate finance for Marconi Corporation plc in London, England, where he led their business development efforts in Europe and North America.

Prior to Marconi, Mr. McPhail held positions with Wachovia Securities and with Arthur Andersen.

She serves as a director of Potbelly Corporation, a chain of neighborhood sandwich shops.

CAROL B.

Prior thereto, Ms. Tomé served as Senior Vice President – Finance and Accounting/Treasurer from April 2000 through May 2001 and as Vice President and Treasurer from 1995 through April 2000.

From 1992 until 1995, when she joined the Company, Ms. Tomé was Vice President and Treasurer of Riverwood International Corporation, a provider of paperboard packaging.

Ms. Tomé serves as a director of United Parcel Service, Inc., a global package delivery and logistics provider.

She also serves as a member of the Advisory Board of certain Fidelity funds.

[removed: PART IV][added: PART IV]

| • | Consolidated Balance Sheets as of February [removed: 3, 2019] [added: 2, 2020] and [removed: January 28, 2018;] [added: February 3, 2019;] |

| • | Consolidated Statements of Earnings for fiscal [removed: 2018,] [added: 2019,] fiscal [removed: 2017,] [added: 2018,] and fiscal [removed: 2016;] [added: 2017;] |

| • | Consolidated Statements of Comprehensive Income for fiscal [removed: 2018,] [added: 2019,] fiscal [removed: 2017,] [added: 2018,] and fiscal [removed: 2016;] [added: 2017;] |

| • | Consolidated Statements of Stockholders’ Equity for fiscal [removed: 2018,] [added: 2019,] fiscal [removed: 2017,] [added: 2018,] and fiscal [removed: 2016;] [added: 2017;] |

| • | Consolidated Statements of Cash Flows for fiscal [removed: 2018,] [added: 2019,] fiscal [removed: 2017,] [added: 2018,] and fiscal [removed: 2016;] [added: 2017;] and |

| [removed: Exhibit] [added: Exhibit] | | [removed: Description] [added: Description] | | [removed: Reference] [added: Reference] |

| 4.10 | | [Form of [removed: 2.250%] [added: 3.750%] Senior Note due [removed: September 10, 2018](http://www.sec.gov/Archives/edgar/data/354950/000119312513362849/d595554dex42.htm)] [added: February 15, 2024](http://www.sec.gov/Archives/edgar/data/354950/000119312513362849/d595554dex43.htm)] | | Form 8-K filed September 10, 2013, Exhibit [removed: 4.2] [added: 4.3] |

| 4.11 | | [Form of [removed: 3.750%] [added: 4.875%] Senior Note due February 15, [removed: 2024](http://www.sec.gov/Archives/edgar/data/354950/000119312513362849/d595554dex43.htm)] [added: 2044](http://www.sec.gov/Archives/edgar/data/354950/000119312513362849/d595554dex44.htm)] | | Form 8-K filed September 10, 2013, Exhibit [removed: 4.3] [added: 4.4] |

| [removed: 4.12] [added: 4.19] | | [Form of [removed: 4.875%] [added: 4.250%] Senior Note due [removed: February 15, 2044](http://www.sec.gov/Archives/edgar/data/354950/000119312513362849/d595554dex44.htm)] [added: April 1, 2046](http://www.sec.gov/Archives/edgar/data/354950/000035495016000053/hd_exhibit44x02122016.htm)] | | Form 8-K filed [removed: September 10, 2013,] [added: February 12, 2016,] Exhibit 4.4 |