Home Depot (HD) 10-K risk factor changes: FY2021 vs FY2020

Should any of these risks materialize, our business, results of operations, financial condition and future [removed: prospects could be negatively impacted, which in turn could affect the trading value of our securities.]

You should read these Risk Factors in conjunction with [removed: “Management’s] [added: “[Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operatio](#i767754147c274b8fbbfeb5ffedb7558f_46)[ns](#i767754147c274b8fbbfeb5ffedb7558f_46)”] in Item 7 and our consolidated financial statements and related notes in Item 8.

With respect to some products and services, we also compete with specialty design stores, showrooms, discount stores, local, regional and national hardware stores, paint stores, mail order firms, warehouse clubs, independent building supply stores, MRO [removed: companies,] [added: distributors,] home décor retailers, and other retailers, as well as with providers of home improvement services and tool and equipment rental.

We compete primarily based on customer experience, price, quality, [removed: availability,] product [added: availability and] assortment, and delivery options, both in-store and online.

Furthermore, customers are increasingly [added: shopping online and] seeking faster and/or guaranteed delivery times, low-price or free shipping, and/or convenient pickup options, including curbside pickup.

Our ability to be competitive on delivery and pickup times, options and costs depends on many factors, including [added: leveraging] the [removed: success] [added: momentum] of our [added: strategic] investments in [removed: One Supply Chain] [added: our supply chain] and [added: our interconnected retail capabilities to further enhance] the [removed: One Home Depot] [added: customer shopping] experience, and our failure to successfully manage these factors and offer competitive delivery and pickup options could negatively impact the demand for our products and our profit margins.

If we are unable to timely and appropriately respond to these competitive pressures, including through the delivery of a superior [added: interconnected] customer experience or [added: through] maintenance of effective [added: sales and] marketing, advertising or promotional [removed: programs,] [added: programs leveraging both] our [added: digital and physical platforms, our] market share and our financial performance could be adversely affected.

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

As our customers [removed: 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.

Customers [added: are] routinely [removed: use] [added: and increasingly using] technology and a variety of electronic devices and digital platforms to rapidly compare products and prices, read product reviews, determine real-time [removed: product availability, and purchase products.]

We must continually anticipate and adapt to these changes in the purchasing [removed: process.][added: process by improving the online customer experience as well as our delivery options.]

Failure to provide a [removed: compelling] [added: relevant or effective] online [removed: presence; to] [added: customer experience in a] timely [removed: identify or respond to changing consumer preferences, expectations] [added: manner that keeps pace with technological developments] and [removed: home improvement needs;] [added: dynamic customer expectations;] to maintain appropriate inventory; to provide quick and low-price or free delivery alternatives and convenient pickup options; to differentiate the customer experience for our primary customer groups; [removed: and] to effectively implement an increasingly localized merchandising [removed: assortment] [added: assortment; or to otherwise timely identify or respond to changing consumer preferences, expectations and home improvement needs] could adversely affect our relationship with customers, the demand for our products and services, and our market share.

A positive brand and reputation are critical to our business success, and, if our brand and reputation are damaged, it could negatively impact our relationships with our customers, associates, [removed: suppliers and] [added: suppliers,] vendors, [added: and shareholders,] and, consequently, our business and results of [removed: operations.][added: operations or the price of our stock.]

Further, our actual or perceived position or lack of position on social, environmental, political, public [removed: policy] [added: policy, economic, geopolitical,] or other sensitive issues, and any perceived lack of transparency about those matters, could harm our reputation with certain groups.

The [removed: implementation] [added: execution] of initiatives to [removed: build One Supply Chain] [added: expand our supply chain] and [removed: create] [added: enhance] the [removed: One Home Depot] [added: interconnected shopping] experience could disrupt our operations in the near term, and these initiatives might not provide the anticipated benefits or might fail.

[removed: Creating the One Home Depot experience] [added: Executing our interconnected retail strategy] requires [removed: significant] [added: continual] investment in our operations and information technology systems, as well as the development and execution of new processes, systems and support.

If we are unable to effectively manage the volume, timing, [removed: nature] [added: nature, location,] and cost of these 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 technologies, implementing and restructuring support systems and processes, [removed: identifying] [added: securing] 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 our profitability.

In addition, our stores are a key element of [removed: the One Home Depot experience by] [added: our interconnected retail strategy,] serving as the hub of our customers’ interconnected shopping experience.

[removed: We have an aging store base that requires maintenance, investment, and] space reallocation initiatives to deliver the shopping experience that our customers desire.

We must also maintain a safe store environment for our customers and associates, as well as [removed: to] protect against loss or theft of our inventory (also called “shrink”).

[removed: Creating the One Home Depot] [added: Our investments to enhance our interconnected shopping] experience and [removed: building One Supply Chain] [added: expand our supply chain] might not provide the anticipated benefits, [removed: it] might take longer than expected to complete [removed: these initiatives] or realize [removed: the] anticipated benefits, or [removed: these initiatives] might fail altogether, each of which could adversely impact our competitive position and our financial condition, results of operations, or cash flows.

We regularly consider and enter into strategic transactions, including mergers, acquisitions, investments, alliances, and other growth and market expansion strategies, [removed: with the expectation that these transactions will result in increases] [added: such as our acquisition of HD Supply] in [removed: sales, cost savings, synergies and various other benefits.][added: the fourth quarter of fiscal 2020.]

Assessing the viability and realizing the benefits of [removed: the HD Supply acquisition and our other] [added: these] transactions is subject to significant uncertainty.

In addition, the integration of businesses may create complexity in our financial systems, internal controls, [added: technology] and [added: cybersecurity systems, and] operations and make them more difficult to manage.

Furthermore, even if the target companies are successfully integrated, the acquisitions may fail to further our business strategy as anticipated, expose us to increased competition or challenges with respect to our products or services, and expose us to additional [added: risks and] liabilities.

Our ability to meet our labor needs while controlling labor costs is subject to numerous external factors, including [added: increased] market pressures with respect to prevailing wage rates, unemployment levels, and health and other insurance costs; the impact of legislation or regulations governing labor relations, immigration, minimum wage, and healthcare benefits; changing demographics; [added: the continuing impacts of the pandemic;] and our reputation within the labor market.

In addition, in order to [removed: continue to create the One Home Depot experience and build One Supply Chain,] [added: execute our interconnected retail strategy, including our supply chain investments,] we must attract and retain a large number of skilled professionals, including technology professionals, to implement our ongoing technology and other [removed: strategic] investments.

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

Additionally, our ability to successfully execute organizational changes, including management transitions within the Company's senior leadership, and to effectively motivate and retain associates [removed: are] [added: is] critical to our business success.

If we are unable to locate, to attract or to retain qualified associates, or manage leadership transition successfully, [added: our ability to effectively manage our strategy may be negatively impacted,] the quality of service we provide to our customers may [removed: decrease] [added: decrease,] and our financial performance may be adversely affected.

We rely extensively on information technology systems and related personnel to collect, analyze, process, store, [removed: manage] [added: manage, transmit,] and protect transactions and data.

Our systems and the third-party systems with which we interact are subject to and on occasion have experienced damage or interruption from a number of causes, including power and other critical infrastructure outages; computer and telecommunications failures; computer viruses; security breaches; internal or external data theft or misuse; cyber-attacks, including the use of malicious codes, worms, phishing, spyware, denial of service attacks, and ransomware; responsive containment measures by us that may involve voluntarily taking systems off line; natural disasters and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, or other extreme weather events; public health concerns, such as pandemics and quarantines; [added: military conflicts,] acts of war, terrorism or civil unrest; other systems outages; inadequate or ineffective redundancy; and design or usage errors or malfeasance 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 or impair data [removed: security, and] [added: security; impact our ability to operate or access communications, financial or banking systems;] be costly, time consuming and resource-intensive to [removed: remedy.][added: remedy; and adversely impact our reputation and relationship with customers, suppliers, shareholders or regulators.]

These investments involve replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; outsourcing certain technology [added: and business processes] to third-party service providers; making changes to existing systems, including the migration of applications to the cloud; maintaining or enhancing legacy systems that are not currently being replaced; or designing or cost-effectively acquiring new systems with new functionality.

[removed: 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.

We use our digital platforms [removed: both] as sales channels for our products and [removed: services and also] [added: services,] as methods of providing inspiration, [removed: as well] [added: and] as [added: sources of] product, project, and other relevant information to our customers to [added: help] drive sales.

We also have multiple online [removed: communities] [added: communities, digital platforms,] and knowledge centers that allow us to inform, assist and interact with our customers.

[removed: The retail industry is continually evolving and expanding, and we] [added: We] must effectively respond to new developments and changing customer preferences with respect to [removed: an] [added: a digital and] interconnected experience.

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

prospects could be negatively impacted, which in turn could affect the trading value of our securities.

Customer preferences and expectations related to sustainability of products and operations are also increasing.

product availability, and purchase products.

The coordinated operation of our network of physical stores, distribution facilities, and online platforms is fundamental to the success of our interconnected strategy.

We continue to invest in our interconnected retail strategy, including by making significant investments to expand our supply chain.

Building out our supply chain also involves significant real estate projects as we expand our distribution network, requiring us to identify and secure available locations with appropriate characteristics needed to support the different types of facilities.

We have an aging store base that requires maintenance, investment, and

We generally expect that these transactions will result in sales increases, cost savings, synergies, enhanced capabilities or various other benefits.

Strategic transactions may also be subject to significant regulatory uncertainty.

The changing enforcement landscape may result in additional costs or delays that affect the anticipated outcome of a transaction.

As a result of the ongoing COVID-19 pandemic, we have faced and may

continue to face additional challenges in recruiting and retention of associates due to health and safety concerns, vaccine or testing mandates and other governmental requirements; disruption in the availability of school or childcare; and other challenges related to a remote or hybrid working environment for associates who work in our store support centers.

These factors, together with growing competition among potential employers, may result in increased salaries, benefits, or other employee-related costs, or may impair our ability to recruit and retain associates, which could have an adverse impact on our business operations, financial condition and results of operations.

Any system implementation and transition

The retail industry is continually evolving and expanding, with a significant increase in sales initiated online and via mobile applications.

The increased use of a remote work infrastructure has also increased the possible attack surfaces.

In addition, the risk of cyber-attacks has increased in connection with Russia’s invasion of Ukraine and the resulting geopolitical conflict.

In light of those and other geopolitical events, nation-state actors or their supporters may launch retaliatory

cyber-attacks, and may attempt to cause supply chain and other third-party service provider disruptions, or take other geopolitically motivated retaliatory actions that may disrupt our business operations, result in data compromise, or both.

Nation-state actors have in the past carried out, and may in the future carry out, cyber-attacks to achieve their aims and goals, which may include espionage, information operations, monetary gain, ransomware, disruption, and destruction.

To achieve their objectives, nation-state actors and other cyber criminals have used and may continue to use numerous attack vectors and methods, including use of stolen passwords, social engineering, phishing, identity spoofing, ransomware or other disruptive and destructive malware, supply chain compromises, and man-in-the-middle and denial of service attacks.

While we maintain cyber insurance, our coverage may not be adequate for liabilities or costs actually incurred, and we cannot be certain that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage of a future claim.

If we fail to comply with applicable rules or requirements for the payment methods we accept, or if payment-related data is compromised due to a breach or misuse of data, we may be liable for costs

Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions or rising sea levels) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable.

These changes over time could affect, for example, the availability and cost of certain consumer products, commodities, and energy (including utilities), which in turn may impact our ability to procure certain goods or services required for the operation of our business at the quantities and levels we require.

Actual, potential or perceived product safety

Actual, potential or perceived supplier non-compliance could expose us to litigation or governmental enforcement actions, and could result in costly product recalls and other liabilities.

could further adversely affect demand for our products and services, our costs of doing business, and our financial performance.

Certain merchandise categories have been impacted by higher inflation than that which we have experienced in recent years due to, among other things, the continuing impacts of the COVID-19 pandemic, related global supply chain disruptions, and the uncertain economic and geopolitical environment.

If inflation increases costs beyond our ability to control, we may not be able to adjust prices or use our portfolio strategy to sufficiently offset the effect without negatively impacting consumer demand or our gross margin.

If these customers are unable to repay the trade credit from us, we may face greater default risk, which could reduce our cash flow and adversely affect our results of operations.

Even as efforts to contain the pandemic, including vaccinations, have fostered progress, and as some restrictions have relaxed, new variants of the virus have caused additional outbreaks, which has introduced additional uncertainty and volatility.

- changes in labor markets affecting us and our suppliers, including labor shortages;

These measures included, among other things, increased cleaning and sanitizing measures; physical and social distancing efforts; continuing curbside pickup from stores; and modification of certain annual merchandising events.

We also took other steps to support our associates, including expanding certain compensation and benefits to help alleviate some of the challenges our associates were facing as a result of COVID-19.

causing cost increases, labor shortages, capacity constraints, disruptions and delays.

[Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)

In addition, Russia’s invasion of Ukraine and other geopolitical conflicts, as well as any related international response, may exacerbate inflationary pressures, including causing increases in commodity prices as well as fuel and other energy costs.

issues (including pandemics and quarantines and related shut-downs, re-openings, or other actions by the government) or natural disasters, while also managing appropriate inventory levels in our stores and distribution or fulfillment centers and maintaining an excellent customer experience.

We also need to offer more localized assortments of our merchandise to appeal to local cultural and demographic tastes within each customer group.

We have been substantially increasing our investments to create the One Home Depot experience, including significant investments over several years to build One Supply Chain.

Building One Supply Chain also involves

significant real estate projects as we expand our distribution network.

In the fourth quarter of fiscal 2020, we acquired HD Supply, a leading national distributor of MRO products in the multifamily and hospitality end markets.

adequate preventative measures and we or our third-party service providers may not discover any security breach, vulnerability or compromise of information for a significant period of time after the security incident occurs.

Similarly, the recovery from the pandemic, including the widespread roll-out of vaccines, introduces additional uncertainty and volatility.

These measures include, among other things, adjusted store hours; increased cleaning and sanitizing measures; limits on customer traffic in stores to maintain physical and social distancing protocols; other physical and social distancing efforts such as markings on floors, signage, plexiglass shields and mask requirements; providing masks and thermometers to associates in stores and distribution and fulfillment centers; instituting curbside pickup from stores; and cancellation or modification of certain annual merchandising events to avoid driving additional traffic to stores that might undermine our efforts to prioritize safety.

We also took other steps to support our associates, including expanding our paid time off policy to help alleviate some of the challenges our associates are facing as a result of COVID-19; instituting weekly bonuses for hourly associates in our stores and distribution and fulfillment centers; temporarily providing double pay for overtime worked; and expanding dependent care benefits.

In the third quarter of fiscal 2020, we began transitioning from these temporary pay and benefits programs to permanent compensation enhancements for our frontline, hourly associates.

connection with the pandemic, such as the addition of curbside pickup.

*Financial and Liquidity Risks*.

In an effort to strengthen our liquidity position while navigating the COVID-19 pandemic, we took proactive steps during the first quarter of fiscal 2020, including suspending share repurchases, expanding our commercial paper program and related revolving credit facility capacity, and issuing incremental long-term debt.

The increased debt levels have increased our interest expense.

Further, the financial and credit markets have experienced and may continue to experience significant volatility and turmoil.

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 and the related recovery continue to create severe 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 or other sources of external liquidity.

Additionally, changes in our capital allocation strategy could have adverse impacts, both short- and long-term, on our results of operations and financial position.

Suspension of share repurchases impacts our earnings per share and return on invested capital, which in turn could adversely impact our stock price.

We resumed our share repurchases in the first quarter of fiscal 2021, although the amount and continuation of those repurchases will be influenced by the evolving economic and pandemic environment.

While not contemplated at this time, any potential suspension or reduction in our dividend declaration could have an adverse impact on investor perception and our stock price.

Changes in, expanded enforcement of, or adoption of new federal, state or local laws and regulations governing minimum wage or living wage requirements; the classification of exempt and non-exempt

In fiscal 2017, Congress enacted the Tax Act, which significantly changed how the U.S. taxes corporations.

The Tax Act requires complex computations to be performed that were not previously required under U.S. tax law, significant judgments to be made in interpretation of the provisions of the Tax Act, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced.

Since the enactment of the Tax Act, additional guidance has been issued by the U.S. Department of the Treasury, the IRS, and other standard-setting bodies, whose interpretations could differ from our interpretations.

Further, in addition to uncertainties that continue to exist in terms of how U.S. states will react to the Tax Act, recently enacted changes in foreign countries within which we operate could have additional impacts on our effective tax rate.

Changes in accounting standards or their interpretation or

- [Results of [removed: Operations and Non-GAAP Measures](#i767754147c274b8fbbfeb5ffedb7558f_52)][added: Operations](#i767754147c274b8fbbfeb5ffedb7558f_52)]

[removed: Highlights] [added: The following table presents highlights] of our annual financial [removed: performance follow:][added: performance:]

| [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | |

| Net sales | | | $ | [removed: 132,110] [added: 151,157] | | | | | $ | [removed: 110,225] [added: 132,110] | | | | | $ | [removed: 108,203] [added: 110,225] | |

| Net earnings | | | [removed: 12,866] [added: 16,433] | | | | | | [removed: 11,242] [added: 12,866] | | | | | | [removed: 11,121] [added: 11,242] | | |

| Diluted earnings per share | | | $ | [removed: 11.94] [added: 15.53] | | | | | $ | [removed: 10.25] [added: 11.94] | | | | | $ | [removed: 9.73] [added: 10.25] | |

| Net cash provided by operating activities | | | $ | [removed: 18,839] [added: 16,571] | | | | | $ | [removed: 13,687] [added: 18,839] | | | | | $ | [removed: 13,165] [added: 13,687] | |

| Payments for businesses acquired, net | | | [removed: 7,780] [added: 421] | | | | | | [removed: —] [added: 7,780] | | | | | | [removed: 21] [added: —] | | |

| Proceeds from long-term debt, net of discounts and premiums | | | [removed: 7,933] [added: 2,979] | | | | | | [removed: 3,420] [added: 7,933] | | | | | | [removed: 3,466] [added: 3,420] | | |

| Repayments of long-term debt | | | [removed: 2,872] [added: 1,532] | | | | | | [removed: 1,070] [added: 2,872] | | | | | | [removed: 1,209] [added: 1,070] | | |

| Repurchases of common stock | | | [removed: 791] [added: 14,809] | | | | | | [removed: 6,965] [added: 791] | | | | | | [removed: 9,963] [added: 6,965] | | |

We reported net sales of [removed: $132.1] [added: $151.2] billion in fiscal [removed: 2020.][added: 2021.]

Net earnings were [removed: $12.9] [added: $16.4] billion, or [removed: $11.94] [added: $15.53] per diluted share.

We opened [removed: two] [added: five] new stores in [removed: Mexico] [added: the U.S.] and [removed: three] [added: two] new stores in [removed: the U.S.] [added: Mexico] during fiscal [removed: 2020, for] [added: 2021, resulting in] a total store count of [removed: 2,296] [added: 2,317] at January [removed: 31,] [added: 30, 2022, which includes 14 stores in the U.S. from a small acquisition completed during the second quarter of fiscal] 2021.

At the end of fiscal [removed: 2020,] [added: 2021,] a total of [removed: 309] [added: 311] of our stores, or [removed: 13.5%,] [added: 13.4%,] were located in Canada and Mexico.

Total sales per retail square foot were [removed: $543.74] [added: $604.74] in fiscal [removed: 2020.][added: 2021.]

We generated [removed: $18.8] [added: $16.6] billion of cash flow from [removed: operations and] [added: operations,] issued [removed: $7.9] [added: $3.0] billion of long-term debt, net of [removed: discounts] [added: discounts,] and [removed: premiums,] [added: received $1.0 billion of net proceeds from short-term debt] during fiscal [removed: 2020.][added: 2021.]

[removed: These funds,] [added: This cash flow,] together with cash on hand, [removed: were] [added: was] used to [removed: acquire HD Supply for net consideration] [added: fund cash payments] of [removed: $7.8 billion,] [added: $14.8 billion for share repurchases,] pay [removed: $6.5] [added: $7.0] billion of dividends, [removed: repay an aggregate of $2.9 billion of long-term debt,] fund [removed: $2.5] [added: $2.6] billion in capital expenditures, [added: and] repay [removed: $974 million] [added: an aggregate] of [removed: net short-term borrowings, and fund cash payments] [added: $1.5 billion] of [removed: $791 million for share repurchases before we suspended share repurchases in March 2020.][added: long-term debt.]

In February [removed: 2021,] [added: 2022,] we announced a [removed: 10%] [added: 15%] increase in our quarterly cash dividend to [removed: $1.65] [added: $1.90] per share.

Our ROIC was [removed: 40.8%] [added: 44.7%] for fiscal [removed: 2020] [added: 2021] and [removed: 45.4%] [added: 40.8%] for fiscal [removed: 2019.][added: 2020.]

See [Note [removed: 12](#i767754147c274b8fbbfeb5ffedb7558f_1735)] [added: 4](#i767754147c274b8fbbfeb5ffedb7558f_118)] to our consolidated financial statements for further discussion of [removed: the HD Supply acquisition.][added: our debt arrangements.]

[removed: Overall,] [added: In fiscal 2021,] we saw [removed: a significant acceleration in sales] [added: continued elevated home improvement demand, which began at the end of the first quarter of fiscal 2020,] with strong performance across our departments as customers [removed: have focused] [added: continued to focus] on home improvement projects and repairs.

The following table [removed: displays] [added: presents] the percentage relationship between net sales and major categories in our consolidated statements of earnings:

| [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | |

| Net sales | | | $ | [removed: 132,110] [added: 151,157] | | | | | | | | | | | $ | [removed: 110,225] [added: 132,110] | | | | | | | | | | | $ | [removed: 108,203] [added: 110,225] | | | | | | | |

| Gross profit | | | [removed: 44,853] [added: 50,832] | | | | | | [removed: 34.0] [added: 33.6] | | % | | | | [removed: 37,572] [added: 44,853] | | | | | | [removed: 34.1] [added: 34.0] | | % | | | | [removed: 37,160] [added: 37,572] | | | | | | [removed: 34.3] [added: 34.1] | | % |

| Selling, general and administrative | | | [removed: 24,447] [added: 25,406] | | | | | | [removed: 18.5] [added: 16.8] | | | | | | [removed: 19,740] [added: 24,447] | | | | | | [removed: 17.9] [added: 18.5] | | | | | | [removed: 19,513] [added: 19,740] | | | | | | [removed: 18.0] [added: 17.9] | | |

| Depreciation and amortization | | | [removed: 2,128] [added: 2,386] | | | | | | 1.6 | | | | | | [removed: 1,989] [added: 2,128] | | | | | | [removed: 1.8] [added: 1.6] | | | | | | [removed: 1,870] [added: 1,989] | | | | | | [removed: 1.7] [added: 1.8] | | |

| Total operating expenses | | | [removed: 26,575] [added: 27,792] | | | | | | [removed: 20.1] [added: 18.4] | | | | | | [removed: 21,729] [added: 26,575] | | | | | | [removed: 19.7] [added: 20.1] | | | | | | [removed: 21,630] [added: 21,729] | | | | | | [removed: 20.0] [added: 19.7] | | |

| Operating income | | | [removed: 18,278] [added: 23,040] | | | | | | [removed: 13.8] [added: 15.2] | | | | | | [removed: 15,843] [added: 18,278] | | | | | | [removed: 14.4] [added: 13.8] | | | | | | [removed: 15,530] [added: 15,843] | | | | | | 14.4 | | |

| Interest and investment income | | | [removed: (47)] [added: (44)] | | | | | | — | | | | | | [removed: (73)] [added: (47)] | | | | | | [removed: (0.1)] [added: —] | | | | | | [removed: (93)] [added: (73)] | | | | | | (0.1) | | |

| Interest expense | | | 1,347 | | | | | | [removed: 1.0] [added: 0.9] | | | | | | [removed: 1,201] [added: 1,347] | | | | | | [removed: 1.1] [added: 1.0] | | | | | | [removed: 1,051] [added: 1,201] | | | | | | [removed: 1.0] [added: 1.1] | | |

| Interest and other, net | | | [removed: 1,300] [added: 1,303] | | | | | | [removed: 1.0] [added: 0.9] | | | | | | [removed: 1,128] [added: 1,300] | | | | | | 1.0 | | | | | | [removed: 974] [added: 1,128] | | | | | | [removed: 0.9] [added: 1.0] | | |

| Earnings before provision for income taxes | | | [removed: 16,978] [added: 21,737] | | | | | | [removed: 12.9] [added: 14.4] | | | | | | [removed: 14,715] [added: 16,978] | | | | | | [removed: 13.3] [added: 12.9] | | | | | | [removed: 14,556] [added: 14,715] | | | | | | [removed: 13.5] [added: 13.3] | | |

| Provision for income taxes | | | [removed: 4,112] [added: 5,304] | | | | | | [removed: 3.1] [added: 3.5] | | | | | | [removed: 3,473] [added: 4,112] | | | | | | [removed: 3.2] [added: 3.1] | | | | | | [removed: 3,435] [added: 3,473] | | | | | | 3.2 | | |

| Net earnings | | | $ | [removed: 12,866] [added: 16,433] | | | | | [removed: 9.7] [added: 10.9] | | % | | | | $ | [removed: 11,242] [added: 12,866] | | | | | [removed: 10.2] [added: 9.7] | | % | | | | $ | [removed: 11,121] [added: 11,242] | | | | | [removed: 10.3] [added: 10.2] | | % |

[added: *Note:] Certain percentages may not sum to totals due to rounding.*

| [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | | | | |

| Comparable sales (% change) [removed: (1) (6)] | | | [removed: 19.7] [added: 11.4] | | % | | | | [removed: 3.5] [added: 19.7] | | % | | | | [removed: 5.2] [added: 3.5] | | % | | | | N/A | | | | | | N/A | | |

| Comparable customer transactions (% change) (1) [removed: (2) (6)] | | | [removed: 8.6] [added: (0.1)] | | % | | | | [removed: 1.1] [added: 8.6] | | % | | | | [removed: 1.0] [added: 1.1] | | % | | | | N/A | | | | | | N/A | | |

Our inventory turnover ratio was 5.2 times at the end of fiscal 2021, compared to 5.8 times at the end of fiscal 2020.

The decrease in our inventory turnover ratio was primarily driven by an increase in average inventory levels during fiscal 2021 to support the demand environment.

Results of Operations

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

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

*(1)Does not include results for HD Supply, including the legacy Interline Brands business, which was integrated into HD Supply during the fourth quarter of fiscal 2021.*

Fiscal 2021 Compared to Fiscal 2020

The increase in comparable average ticket was primarily driven by inflation, an increase in big-ticket transactions, elevated project demand, and strong demand for new and innovative products.

Our Outdoor Garden, Hardware, Indoor Garden, and Paint departments had single-digit positive comparable sales when compared to fiscal 2020.

Gross profit as a percent of net sales, or gross profit margin, was 33.6% in fiscal 2021 compared to 34.0% in fiscal 2020.

The decrease in gross profit margin reflected pressure from product mix, investments in our supply chain network, and higher product and transportation costs offset by the benefit from higher retail prices.

SG&A increased $1.0 billion, or 3.9%, to $25.4 billion in fiscal 2021.

The decrease in SG&A as a percent of net sales for fiscal 2021 was primarily driven by leverage resulting from a positive comparable sales environment along with cycling total COVID-19-related expenses of $2.1 billion and transaction-related expenses associated with the acquisition of HD Supply of $110 million incurred during fiscal 2020.

These benefits were partially offset by an increase in hourly payroll-related costs in fiscal 2021, primarily driven by wage investments we made in the latter part of fiscal 2020 and throughout fiscal 2021.

Total COVID-19-related expenses incurred during fiscal 2021 were $262 million.

The increase in diluted earnings per share for fiscal 2021 was primarily driven by the factors discussed above, as well as share repurchases.

Our material cash requirements include contractual and other obligations arising in the normal course of business.

These obligations primarily include long-term debt and related interest payments, operating and finance lease obligations, and purchase obligations.

See below for additional details regarding these material cash requirements.

In addition to our cash requirements, we follow a disciplined approach to capital allocation.

This approach first prioritizes investing in the business, with the intent of then returning excess cash to shareholders in the form of dividends and share repurchases.

For fiscal 2022, we plan to invest approximately $3 billion back into our business in the form of capital expenditures, in line with our expectation of approximately two percent of net sales on an annual basis, compared to $2.6 billion in fiscal 2021.

During fiscal 2021, we paid cash dividends of $7.0 billion to shareholders.

In February 2022, we also announced a 15% increase in our quarterly cash dividend from $1.65 to $1.90 per share.

We intend to pay a dividend in the future; however, any future dividend is subject to declaration by the Board of Directors based on our earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors.

In May 2021, our Board of Directors approved a $20.0 billion share repurchase authorization, of which $9.6 billion remained available as of January 30, 2022.

This new authorization replaced the previous authorization of $15.0 billion, which was approved in February 2019, and does not have a prescribed expiration date.

Debt

At January 30, 2022, we had commercial paper programs that allowed for borrowings up to $3.0 billion.

In September 2021, we issued $3.0 billion of senior notes, and the net proceeds were used for general corporate purposes, including repurchases of shares of our common stock.

We also repaid $1.35 billion of senior notes during fiscal 2021.

At January 30, 2022, we had an aggregate principal amount of senior notes outstanding of $36.4 billion, with $2.3 billion payable within 12 months.

Future interest payments associated with these senior notes total $20.9 billion, with $1.2 billion payable within 12 months, based on current interest rates, which include the impact of our active interest rate swap agreements.

The indentures governing our senior notes do not generally limit our ability to incur additional indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity.

The indentures governing the notes contain various customary covenants; however, none are expected to impact our liquidity or capital resources.

At January 30, 2022, we had aggregate lease obligations of $12.6 billion, with $1.3 billion payable within 12 months.

Aggregate lease obligations include $1.3 billion of obligations related to leases not yet commenced.

Purchase Obligations and Other

We issue inventory purchase orders in the ordinary course of business, which are typically cancellable by their terms, therefore we do not consider purchase orders that are cancellable to be firm inventory commitments.

At January 30, 2022, we had aggregate purchase obligations of $2.1 billion, with $1.2 billion payable within 12 months.

—————

*Note: Fiscal 2020 and fiscal 2019 include 52 weeks.

Fiscal 2018 includes 53 weeks.*

Our inventory turnover ratio was 5.8 times at the end of fiscal 2020, up from 4.9 times last year, driven by a significant increase in customer demand across core merchandising departments.

We resumed share repurchases in the first quarter of fiscal 2021.

The decrease in ROIC from fiscal 2019 primarily reflects our decision to temporarily enhance our liquidity position, including the suspension of share repurchases.

In December 2020, we completed the acquisition of HD Supply, a leading national distributor of MRO products in the multifamily and hospitality end markets.

We believe the acquisition of HD Supply will help position the Company to accelerate sales growth by better serving both existing and new MRO customers.

COVID-19

The outbreak of the COVID-19 coronavirus, which was declared a pandemic by the World Health Organization in March 2020, has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact our supply chain, operations, and customer demand.

Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect our operations and the

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operations of our suppliers and vendors as a result of additional shut-downs or other governmental orders; restrictions and limitations on travel, logistics and other business activities; potential product and labor shortages; limitations on store or facility operations up to and including closures; and other governmental, business or consumer actions.

As circumstances have evolved, our focus has been and continues to be on two key priorities: the safety and well-being of our associates and customers, and providing our customers and communities with the products and services that they need.

As we adapted to operations in a COVID-19 environment during fiscal 2020, we took a number of actions to promote social and physical distancing.

At the beginning of the pandemic, we implemented a change to store operating hours, and we took measures to limit the number of customers in stores, which included canceling or modifying certain annual merchandising events and rolling out curbside pickup at our stores.

We also shifted store support operations to remote or virtual.

As we have continued to adapt and refine our approach, we have adjusted our response to better manage growing demand in the stores, including adopting a more localized approach on customer limits and expanding store hours while still focusing on promoting a safe shopping environment.

In addition, masks or facial coverings are required for all associates and customers in our U.S. stores and other facilities.

The impact of COVID-19 and the actions we have taken in response to it had varying effects on our results of operations throughout fiscal 2020.

As our customers continued to seek alternative methods for obtaining the products they needed, online sales grew by approximately 86% in fiscal 2020.

The increase in customer demand for certain products together with the impact of COVID-19 on our supply chain has put pressure on our ability to maintain high in-stock levels, particularly for certain high demand products.

We have been able to mitigate some of the impact, however, due to the benefits from our strategic investments and by working cross-functionally and partnering with our suppliers to make real-time adjustments to our product assortments, introducing alternative products, or reducing assortments to the most popular selections in certain product categories.

Given these ongoing demands and the complexity of the current environment, we have focused on taking care of our associates by investing in additional pay and benefits, including expanded paid time off for all hourly associates to use at their discretion and the implementation of a temporary weekly bonus program.

To continue to support our associates, we have transitioned away from these temporary programs and have implemented permanent compensation enhancements for frontline, hourly associates beginning in the third quarter of fiscal 2020, totaling approximately $1 billion of expected incremental expense on an annualized basis.

Collectively, the enhanced pay and benefits implemented in fiscal 2020 resulted in additional expense of approximately $2.0 billion in fiscal 2020.

Although we cannot estimate the future impact of COVID-19 or the recovery from the pandemic, we believe our existing liquidity will be sufficient to continue to run our business effectively.

We also believe that the investments we have made in recent years in our stores, interconnected and digital assets, associates, supply chain, and merchandising organization have allowed us to quickly adapt to shifts in customer needs and behaviors and the fluid circumstances created by the pandemic.

We continue to actively monitor our business and operations and may take further actions 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.

Results of Operations and Non-GAAP Measures

| Impairment loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 247 | | | | | | 0.2 | | |

| Other | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16 | | | | | | — | | |

Fiscal 2018 includes 53 weeks.

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

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

*(1)Fiscal 2019 compares the 52 week period in fiscal 2019 to weeks 2 through 53 in fiscal 2018.

Fiscal 2018 calculations do not include results from the 53rd* *week of fiscal 2018 and compare weeks 1 through 52 in fiscal 2018 to the 52 week period in fiscal 2017.*

*(2)Does not include results for the legacy Interline Brands business, now operating as a part of The Home Depot Pro.*

*(3)The 53rd* *week of fiscal 2018 increased customer transactions by 24.5 million, added $0.01 to average ticket, and increased sales per retail square foot by $6.87.*

*(6)Does not include results for HD Supply, which was acquired in December 2020.*

At January [removed: 31, 2021,] [added: 30, 2022,] after giving consideration to our interest rate swap agreements, floating rate debt principal was [removed: $4.7] [added: $5.7] billion, or approximately [removed: 13%] [added: 16%] of our [removed: long-term debt] [added: senior notes] portfolio, and the fair values of our interest rate swap agreements totaled [removed: $101] [added: $191] million.

The United Kingdom’s Financial Conduct Authority [removed: has] announced the phased cessation of publication of LIBOR beginning after 2021 and continuing through 2023.

Our foreign currency related [removed: derivative and nonderivative instruments] [added: hedging arrangements] outstanding at the end of fiscal [removed: 2020] [added: 2021] were not material.

The changes in the fair values of our interest rate swap agreements offset the changes in the fair value of the hedged long-term debt.

Based on our January 30, 2022 floating rate debt principal, a one percentage point increase in the interest rate of floating-rate debt would increase our annual interest expense by approximately $57 million.

While the discontinuance of LIBOR tenors that are scheduled to occur in 2023 will impact certain of our credit arrangements and interest rate swaps, we do not anticipate the transition to a new reference rate will have a material impact on our consolidated financial condition, results of operations, or cash flows.

A 1.0 percentage point change in the interest costs of floating-rate debt would not have a material impact on our financial condition or results of operations.

When LIBOR is discontinued, we may need to change the terms of certain of our floating rate notes, interest rate swap agreements, and credit instruments which utilize LIBOR as a

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benchmark in determining the interest rate, to replace LIBOR with the new standard that is established.

As a result, we may incur incremental costs in transitioning to a new standard, and interest rates on our current or future indebtedness may be adversely affected by the new standard.

Decisions have not been finalized regarding the replacement rates.

As such, the potential effect of any such event on our cost of capital cannot yet be determined, but we do not expect it to have a material impact on our consolidated financial condition, results of operations, or cash flows.

The Home Depot, Inc. is the world’s largest home improvement retailer based on net sales for fiscal [removed: 2020.][added: 2021.]

As of the end of fiscal [removed: 2020,] [added: 2021,] we [removed: had 2,296 The Home Depot] [added: operated 2,317] 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.

We also maintain a network of distribution and fulfillment centers, as well as a number of e-commerce [removed: websites.][added: websites in the U.S., Canada and Mexico.]

The retail landscape has changed rapidly over the past several years, with customer expectations constantly [removed: evolving and the agility required to meet these expectations increasing.][added: evolving.]

Our ability to operate successfully and meet the needs of our customers [removed: in the pandemic environment successfully] was due in significant part to [removed: the transformational journey we began in 2017 to create the One Home Depot experience,] our [removed: vision of] [added: strategic investments over the past several years aimed at creating] an interconnected, frictionless shopping experience that enables our customers to seamlessly blend the digital and physical worlds.

- [removed: Extend] [added: We intend to extend] our [added: position as the] low-cost provider [removed: position][added: in home improvement; and]

We serve two primary customer [removed: groups,] [added: groups —] consumers (including both DIY and DIFM customers) and professional [removed: customers,] [added: customers —] and have developed [removed: different] [added: varying] approaches to meet their diverse needs:

Our associates assist these customers both in our stores and through online resources [added: and other media designed to provide product and project knowledge.]

Professional Customers (or “Pros”). These customers are primarily professional renovators/remodelers, general contractors, [added: maintenance professionals,] 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, healthcare, government, institutional, and office [removed: buildings and facilities.][added: buildings.]

We have a number of initiatives to drive growth with our [removed: Pro customers,] [added: Pros,] including a customized online experience, a dedicated sales force, an extensive delivery network, [added: our Pro Xtra loyalty program,] enhanced credit offerings and inventory management programs.

In the fourth quarter of fiscal 2020, we extended our reach in the MRO marketplace with our acquisition of HD Supply, a leading national distributor of MRO products [removed: in the multifamily] [added: to multifamily, hospitality, healthcare,] and [removed: hospitality end markets.][added: government housing facilities, among others.]

Our MRO operations use a distribution center-based model that sells products primarily through a professional sales [removed: force,] [added: force and through our] e-commerce [added: platforms] and print catalogs.

We recognize the great value our [removed: Pro customers] [added: Pros] provide to their clients, and we strive to make their jobs easier and help them grow their businesses.

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

We believe our merchandising organization is a key competitive advantage, [removed: which we maintain by] delivering product innovation, assortment and value, which reinforces our position as the product authority in home improvement.

In fiscal [removed: 2020,] [added: 2021,] we continued to invest in merchandising resets in our stores to refine assortments, [added: optimize space productivity,] introduce [removed: a wide range of] innovative new products to our [removed: DIY] [added: Pros] and [removed: Pro customers,] [added: consumers,] and improve visual merchandising to drive a better shopping experience.

Our online product offerings complement our stores by serving as an extended aisle, and we offer a significantly broader product assortment through our websites, including homedepot.com, our primary website; blinds.com, our online site for custom window coverings; and thecompanystore.com, our online site [removed: for] [added: featuring] textiles and décor products.

As a result, we have continued to focus on enhanced merchandising information technology tools to help us: (1) build an interconnected shopping experience that is tailored to our customers’ [removed: personas,] shopping [removed: context,] [added: intent] and location; (2) [removed: ensure we have] [added: provide] the best value in the market; and (3) optimize our product assortments.

To complement our merchandising efforts, we offer a number of services for our customers, including [removed: special programs for our Pro customers to meet their particular needs and] installation services for our DIY and DIFM [removed: customers.][added: customers, as noted above.]

We also provide tool and equipment rentals at over [removed: 1,300] [added: 1,400] locations across the U.S. and Canada, providing value and convenience for both [removed: our Pro] [added: Pros] and [removed: DIY customers.][added: consumers.]

Sourcing and Quality Assurance. We maintain a global sourcing program to obtain high-quality and innovative products directly from manufacturers [added: in the U.S. and] around the world.

During fiscal [removed: 2020,] [added: 2021,] in addition to our U.S. sourcing operations, we maintained sourcing offices in Mexico, Canada, China, India, Vietnam and Europe.

[removed: Our] [added: Under our supplier contracts, our] suppliers are [removed: contractually] obligated to ensure that their products comply with applicable international, federal, state and local laws.

[removed: All of our suppliers must] [added: These contracts] also [removed: comply] [added: require compliance] with our responsible sourcing standards, which cover a variety of expectations across multiple areas of social compliance, including supply chain transparency, health and safety, environment, compensation, hours of work, and prohibitions on child and forced [added: labor.]

Our [removed: 2020] [added: 2021] Responsible Sourcing Report, available on our website at https://corporate.homedepot.com/responsibility/sourcing-responsibility, provides more information about this program.

In addition, we have both quality assurance and engineering resources dedicated to establishing criteria and overseeing compliance with safety, quality and performance standards for our [removed: proprietary] [added: private] branded products.

We also maintain patent portfolios relating to [removed: some of] our [removed: products and] [added: business operations, retail] services and [added: products and] seek to patent or otherwise protect innovations we incorporate into our [removed: products or business operations.][added: business.]

We [removed: will continue to] [added: continuously] assess our merchandising departments and product lines for opportunities to expand the assortment of products offered within The Home Depot’s portfolio of proprietary and exclusive brands.

With respect to some products and services, we also compete with specialty design stores, showrooms, discount stores, local, regional and national hardware stores, paint stores, mail order firms, warehouse clubs, independent building supply stores, MRO [removed: companies,] [added: distributors,] home décor retailers, and other retailers, as well as with providers of home improvement services and tool and equipment rental.

We compete primarily based on customer experience, price, quality, [removed: availability,] product [added: availability and] assortment, and delivery options, both in-store and online.

Our ability to be competitive on delivery and pickup times, options and costs depends on many factors, including the success of our supply chain investments, described more fully under [removed: “One] [added: “Our] Supply Chain” below.

[removed: As a result, we have taken a number of steps] [added: We continue] to [added: enhance our capabilities to] provide our customers with a [removed: seamless and] frictionless interconnected shopping experience across our stores, online, on the job site, and in their homes, focusing on continued investments in our website and mobile apps to enhance the digital customer experience.

As a result, we have made significant investments to our digital properties to [added: improve the overall presentation and ease of navigation for the user.]

It has also been critical during the [added: COVID-19] pandemic, as customers have gravitated even more to the digital environment.

Further, we do not view the interconnected shopping experience as a specific transaction; rather, we believe it encompasses an entire journey from inspiration and know-how, to purchase and fulfillment, to post-purchase care and [removed: support, most of which takes place in the digital world.][added: support.]

From the inspirational point of the purchase journey to providing product know-how, we are [removed: investing] [added: continuing to invest] in the infrastructure and capabilities needed to deliver the most relevant marketing messages to our customers based upon what is important for them today.

For several years, our associates have used [removed: our FIRST phones] [added: web-enabled handheld devices we call “GET phones”] to help expedite the online order checkout process, locate products in the aisles and online, and check inventory on hand.

[removed: Our store] [added: These] investments [removed: also] include [added: our wayfinding sign and store refresh package in all of our U.S. stores; our self-service lockers, online order storage areas at front entrances, and curbside pickup, which offer convenient pickup options for online orders; electronic shelf label capabilities; and] the re-design of the [removed: front end] [added: front-end] area, including reconfigured service desks, improved layouts in all checkout areas, and expanded and enhanced self-checkout options.

To this end, we have [removed: focused] [added: continued to focus] our efforts in such areas as optimizing product flow to decrease the amount of time a store associate spends locating product and to improve on-shelf product availability; creating a simpler order management system; expanding in-aisle, real-time mobile learning tools for our associates’ own development and to assist with customer questions; and using labor model tools to better align associate activity with customer needs.

In fiscal 2021, this trend continued due to the challenges created by the ongoing COVID-19 pandemic and the broader domestic and global business environment, including supply chain disruptions, tight labor market conditions, and inflationary pressures.

To navigate this dynamic environment and meet heightened levels of home improvement demand throughout the year, we had to operate with agility while also managing evolving requirements to support customer and associate safety.

Going forward, we will leverage the momentum of these strategic investments and continue to invest in our business in support of the following goals:

- We intend to provide the best customer experience in home improvement;

- We intend to be the most efficient investor of capital in home improvement.

We believe that these goals will help us grow faster than the market and deliver value to our shareholders.

Our capital allocation principles are as follows:

In fiscal 2021, we invested $2.6 billion in capital expenditures to support an interconnected customer experience.

In fiscal 2021, we returned approximately $22 billion to shareholders in the form of dividends and share repurchases.

We paid $7.0 billion in cash dividends and returned approximately $15.0 billion to our shareholders in the form of share repurchases in fiscal 2021.

In fiscal 2021 we integrated our legacy Interline Brands business into HD Supply.

In light of the challenges faced due to the COVID-19 pandemic, our merchandising team has leveraged technology while working with our inventory and supply chain teams, as well as our supplier partners, to adjust our assortments, introduce alternate products where needed, and build depth in high-demand products.

As cost pressures have risen in several product categories in the current environment, our tools have helped our merchandising, finance and data analytics teams as they work with our supplier partners to manage these pressures.

To drive accountability with our suppliers, our standard supplier buying agreement includes a factory audit right related to these standards, and we conduct factory audits and compliance visits with our suppliers of private branded and direct import products.

In fiscal 2021, we leveraged the investments made in our stores over the past several years to operate effectively in the dynamic environment we faced throughout the year.

We believe these investments are driving higher customer satisfaction scores, and we will continue to invest to improve the customer experience going forward.

communication and recognition programs designed to drive operational awareness and an understanding of EH&S matters.

Despite the challenges faced by the global supply chain in fiscal 2021, our supply chain investments permitted us to continue to operate effectively and meet our customers’ needs.

Our culture is based on our servant leadership philosophy represented by the inverted pyramid, which puts primary

Our values also guide our efforts to create an environment that will help us attract and retain skilled associates in the competitive marketplace for talent.

| United States | | | 437,000 | | | 89.1% | | |

| Canada | | | 34,100 | | | 6.9% | | |

| Mexico | | | 19,200 | | | 3.9% | | |

| Total | | | 490,600 | | | 100% | | |

serves as our primary means of gauging associates’ level of engagement within their roles.

| U.S. Managers & Above* | | | 38% | | | 63% | | | 34% | | | 66% | | |

| U.S. Officers | | | 28% | | | 72% | | | 30% | | | 70% | | |

*Note: Certain percentages may not sum to totals due to rounding.*

- Community

◦Strive to close the wealth gap

◦Advance education for all

In fiscal 2021, we continued to make additional compensation enhancements.

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

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

| 2021 | | | NEW GOAL: SBTi Emissions Reduction Goals: By the end of fiscal 2023, set Science Based Targets Initiative (SBTi) goals to reduce Scope 1, 2 and 3 emissions in line with Paris Agreement goals | | | 2023 | | | In Process | | |

| 2021 | | | NEW GOAL: 100% Renewable Electricity: Have 100% renewable electricity for all Home Depot facilities worldwide by the end of fiscal 2030 | | | 2030 | | | In Process | | |

These goals follow the completion in 2020 of a number of previously announced goals, including goals related to reducing store electricity use, eliminating certain chemicals from products we sell, and helping customers reduce their greenhouse gas emissions and save on electricity costs and water use.

In fiscal 2021, we announced a new goal to produce or procure renewable electricity equivalent to the electricity needs for all Home Depot facilities by the end of fiscal 2030.

We have also increased our focus on saving water, implementing smart irrigation systems capable of reducing irrigation-related water use in more than 500 U.S. stores.

We have also launched an Eco ActionsTM platform to provide customers with resources, such as project tutorials, to take individual action on environmental issues.

In fiscal 2020, this trend was accelerated due to the COVID-19 pandemic, which both spurred significant growth in home improvement demand and drove operational changes required to promote customer and associate safety.

Our multi-year accelerated investment program to create this experience is now largely complete.

Our investments have been guided by the following strategies:

- Invest using a “customer-back” approach

- Reinforce our position as the product authority in home improvement

- Deliver a best-in-class, interconnected shopping experience

These strategic investments are designed to extend our current competitive advantages.

We believe our primary competitive advantages are: (1) our culture and associates, (2) our premium real estate, (3) our world-class merchandising organization, (4) our flexible supply chain, and (5) our digital experience.

Taken together, our One Home Depot vision and execution of the related strategies are helping us to meet our two principal business objectives: continue to grow our share of the highly competitive market in which we operate and deliver shareholder value.

We believe that our efforts to build the One Home Depot experience, and the groundwork we laid in these areas over the past decade, position us well to meet our objectives in any environment and have been particularly important in navigating the challenges created by the pandemic.

We achieved record sales in fiscal 2020, while remaining focused on two key priorities: the safety and well-being of our associates and customers and providing our customers and communities with the products and services they need.

We also remained focused on our objective to return value to our shareholders.

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and other media designed to provide product and project knowledge.

labor.

To drive accountability with our suppliers, we conduct factory audits and compliance visits.

Our customers are shopping and interacting with us differently today than they did several years ago.

Many of our interconnected customers are also comfortable with a purely online shopping experience.

improve the overall presentation and ease of navigation for the user.

We have also made significant progress in our strategic store investments.

In fiscal 2020, we completed the implementation of our wayfinding sign and store refresh package in all of our U.S. stores.

This package included more intuitive signage, better lighting, and other store enhancements.

To support our interconnected growth, we continued the roll out of self-service lockers and online order storage areas at the front entrance to offer convenient pickup of online orders.

We also tested our electronic shelf label capabilities, used initially in our appliance department, in additional merchandising departments.

We completed the upgrade to our self-checkout machines in fiscal 2019; however, due to the unique challenges presented by the pandemic, we paused the updates of the rest of our front ends.

As we continue to learn the new ways our customers interact with our stores, we will resume upgrades as appropriate.

We believe the investments we have made to date are driving higher customer satisfaction scores.

| | | | | | | | | |

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

| United States | | | 451,500 | | | 89.4% | | |

| Canada | | | 34,400 | | | 6.8% | | |

| Mexico | | | 18,600 | | | 3.7% | | |

| Total | | | 504,800 | | | 100% | | |

common interests and fuels connections to co-workers and company leaders.

| U.S. Managers & Above(2) | | | 35% | | | 65% | | | 32% | | | 68% | | |

| U.S. Officers | | | 25% | | | 75% | | | 29% | | | 71% | | |

(1) Information as of December 1, 2020, consistent with the date used to collect comparable data for our reporting of workforce diversity data to the Equal Opportunity Employment Commission.

Our Response to COVID-19.

Our decisions and actions throughout the pandemic have been guided by our culture and rooted in our commitment to our values of doing the right thing and taking care of our associates.

Over the course of the year, the enhanced pay and benefits included the following:

The Company is party to various legal proceedings arising in the ordinary course of its business, but is not currently a party to any legal proceeding that management believes will have a material adverse effect on our consolidated financial position or our results of operations.

As previously reported, in January 2017, we became aware of an investigation by the criminal investigation division of the EPA into our compliance with lead-safe work practices for certain jobs performed through our installation services business.

We have also previously responded to civil document requests from several EPA regions.

In the second quarter of fiscal 2018, we received a subpoena for documents from the EPA civil enforcement division.

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.

In December 2020, we entered into a civil consent decree with the U.S. Department of Justice, the EPA, and the States of Utah, Massachusetts and Rhode Island, which requires certain changes to lead-safe work practices in our installation

[Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)

services business and the payment of a penalty of $20.75 million, and filed the decree with the United States District Court for the Northern District of Georgia for approval.

The consent decree resolves the allegations on a nationwide basis, and we anticipate court approval of the consent decree in the first half of fiscal 2021.

In addition, as previously reported in the third quarter of fiscal 2020, we were informed by the United States Attorney for the Northern District of Georgia that the government is declining to pursue criminal charges related to the investigation of our lead-safe work practices.

For the fiscal year ended January [removed: 31, 2021][added: 30, 2022]

[removed: ][added: ]

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

The aggregate market value of voting common stock held by non-affiliates of the registrant on July [removed: 31, 2020] [added: 30, 2021] was [removed: $285.6] [added: $346.5] billion.

The number of shares outstanding of the registrant’s common stock as of March [removed: 5, 2021] [added: 4, 2022] was [removed: 1,077,069,383] [added: 1,033,349,933] shares.

Portions of the registrant’s proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K to the extent described herein.

| Item 1A. | | | [Risk Factors](#i767754147c274b8fbbfeb5ffedb7558f_22). | | | [removed: [10](#i767754147c274b8fbbfeb5ffedb7558f_22)] [added: [9](#i767754147c274b8fbbfeb5ffedb7558f_22)] | | |

| Item 4. | | | [Mine Safety Disclosures](#i767754147c274b8fbbfeb5ffedb7558f_34). | | | [removed: [24](#i767754147c274b8fbbfeb5ffedb7558f_34)] [added: [23](#i767754147c274b8fbbfeb5ffedb7558f_34)] | | |

| Item [removed: 6.] [added: 8.] | | | [removed: [Selected Financial Data](#i767754147c274b8fbbfeb5ffedb7558f_43).] [added: [Financial Statements and Supplementary Data](#i767754147c274b8fbbfeb5ffedb7558f_73).] | | | [removed: [25](#i767754147c274b8fbbfeb5ffedb7558f_43)] [added: [34](#i767754147c274b8fbbfeb5ffedb7558f_73)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market Risk](#i767754147c274b8fbbfeb5ffedb7558f_70). | | | [removed: [34](#i767754147c274b8fbbfeb5ffedb7558f_70)] [added: [33](#i767754147c274b8fbbfeb5ffedb7558f_70)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#i767754147c274b8fbbfeb5ffedb7558f_157). | | | [removed: [69](#i767754147c274b8fbbfeb5ffedb7558f_157)] [added: [66](#i767754147c274b8fbbfeb5ffedb7558f_157)] | | |

| Item 9A. | | | [Controls and Procedures](#i767754147c274b8fbbfeb5ffedb7558f_160). | | | [removed: [69](#i767754147c274b8fbbfeb5ffedb7558f_160)] [added: [66](#i767754147c274b8fbbfeb5ffedb7558f_160)] | | |

| Item 9B. | | | [Other Information](#i767754147c274b8fbbfeb5ffedb7558f_166). | | | [removed: [71](#i767754147c274b8fbbfeb5ffedb7558f_166)] [added: [68](#i767754147c274b8fbbfeb5ffedb7558f_166)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate Governance](#i767754147c274b8fbbfeb5ffedb7558f_172). | | | [removed: [71](#i767754147c274b8fbbfeb5ffedb7558f_172)] [added: [68](#i767754147c274b8fbbfeb5ffedb7558f_172)] | | |

| Item 11. | | | [Executive Compensation](#i767754147c274b8fbbfeb5ffedb7558f_175). | | | [removed: [72](#i767754147c274b8fbbfeb5ffedb7558f_175)] [added: [69](#i767754147c274b8fbbfeb5ffedb7558f_175)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#i767754147c274b8fbbfeb5ffedb7558f_178). | | | [removed: [72](#i767754147c274b8fbbfeb5ffedb7558f_178)] [added: [69](#i767754147c274b8fbbfeb5ffedb7558f_178)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director Independence](#i767754147c274b8fbbfeb5ffedb7558f_181). | | | [removed: [72](#i767754147c274b8fbbfeb5ffedb7558f_181)] [added: [69](#i767754147c274b8fbbfeb5ffedb7558f_181)] | | |

| Item 14. | | | [Principal [removed: Accounting Fees] [added: Account](#i767754147c274b8fbbfeb5ffedb7558f_184)[ant](#i767754147c274b8fbbfeb5ffedb7558f_184) [Fees] and Services](#i767754147c274b8fbbfeb5ffedb7558f_184). | | | [removed: [72](#i767754147c274b8fbbfeb5ffedb7558f_184)] [added: [69](#i767754147c274b8fbbfeb5ffedb7558f_184)] | | |

| Item 15. | | | [removed: [Exhibits, Financial] [added: [Exhibit](#i767754147c274b8fbbfeb5ffedb7558f_190) [and](#i767754147c274b8fbbfeb5ffedb7558f_190) [](#i767754147c274b8fbbfeb5ffedb7558f_190)[Financial] Statement Schedules](#i767754147c274b8fbbfeb5ffedb7558f_190). | | | [removed: [72](#i767754147c274b8fbbfeb5ffedb7558f_190)] [added: [69](#i767754147c274b8fbbfeb5ffedb7558f_190)] | | |

| Item 16. | | | [Form 10-K Summary](#i767754147c274b8fbbfeb5ffedb7558f_193). | | | [removed: [77](#i767754147c274b8fbbfeb5ffedb7558f_193)] [added: [74](#i767754147c274b8fbbfeb5ffedb7558f_193)] | | |

| [SIGNATURES](#i767754147c274b8fbbfeb5ffedb7558f_196) | | | | | | [removed: [78](#i767754147c274b8fbbfeb5ffedb7558f_196)] [added: [75](#i767754147c274b8fbbfeb5ffedb7558f_196)] | | |

| Comparable sales | | | | | | As defined in the [Results of [removed: Operations and Non-GAAP Financial Measures](#i767754147c274b8fbbfeb5ffedb7558f_52)] [added: Operations](#i767754147c274b8fbbfeb5ffedb7558f_52)] section of MD&A | | |

| ESG | | | | | | Environmental, [removed: social] [added: social,] and governance | | |

| fiscal [removed: 2015] [added: 2021] | | | | | | Fiscal year ended January [removed: 31, 2016] [added: 30, 2022] (includes 52 weeks) | | |

| fiscal [removed: 2016] [added: 2022] | | | | | | Fiscal year [removed: ended] [added: ending] January 29, [removed: 2017] [added: 2023] (includes 52 weeks) | | |

| fiscal [removed: 2017] [added: 2023] | | | | | | Fiscal year [removed: ended] [added: ending] January 28, [removed: 2018] [added: 2024] (includes 52 weeks) | | |

Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral information we release, regarding our [removed: future] performance [added: or other events or developments in the future] constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements may relate to, among other things, the impact of the COVID-19 pandemic and the related recovery on our business, results of operations, cash flows and financial condition (which, among other things, may affect many of the items listed below); the demand for our products and services; net sales growth; comparable sales; [added: the] effects of competition; our brand and reputation; implementation of store, interconnected retail, supply chain and technology initiatives; inventory and in-stock positions; [added: the] state of the economy; [added: the] state of the housing and home improvement markets; [added: the] state of the credit markets, including mortgages, home equity loans, and consumer credit; impact of tariffs; issues related to the payment methods we accept; demand for credit offerings; management of relationships with our associates, [added: potential associates,] suppliers and service providers; [added: cost and availability of labor; costs of fuel and other energy sources;] international trade disputes, natural disasters, [added: climate change,] public health issues (including pandemics and quarantines, related shut-downs and other governmental orders, and similar restrictions, as well as subsequent re-openings), [added: cybersecurity events, military conflicts or acts of war,] and other business interruptions that could disrupt [added: operation of our stores, distribution centers and other facilities, our ability to operate or access communications, financial or banking systems, or] supply or delivery of, or demand for, the Company’s products or services; [added: our ability to meet ESG goals;] continuation or suspension of share repurchases; net earnings performance; earnings per share; dividend targets; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; stock-based compensation expense; commodity [added: or other] price inflation and deflation; [removed: the] [added: our] ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation, including compliance with related settlements; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of regulatory changes, including changes to tax laws and regulations; store openings and closures; financial outlook; and the impact of acquired companies, including HD Supply, on our organization and the ability to recognize the anticipated benefits of those acquisitions.

These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on [added: the] actions of third parties, or currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our [added: historical experience and our] expectations and projections.

These risks and uncertainties include, but are not limited to, those described in [removed: Item] [added: [Par](#i767754147c274b8fbbfeb5ffedb7558f_22)[t I,](#i767754147c274b8fbbfeb5ffedb7558f_22) [Item] 1A, “Risk [removed: Factors,”] [added: Factors,”](#i767754147c274b8fbbfeb5ffedb7558f_22)] and elsewhere in this report and also as may be described from time to time in future reports we file with the SEC.

| Item 6. | | | [Reserved](#i767754147c274b8fbbfeb5ffedb7558f_43). | | | [25](#i767754147c274b8fbbfeb5ffedb7558f_43) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i767754147c274b8fbbfeb5ffedb7558f_1868). | | | [68](#i767754147c274b8fbbfeb5ffedb7558f_1868) | | |

You should read such information in conjunction with our consolidated financial statements and related notes and "[Management's Discussion and Analysis of Financial Condition and Results of Operations](#i767754147c274b8fbbfeb5ffedb7558f_46)" in this report.

There also may be other factors that we cannot anticipate or that are not described herein, generally because we do not currently perceive them to be material.

Such factors could cause results to differ materially from our expectations.

| Item 8. | | | [Financial Statements and Supplementary Data](#i767754147c274b8fbbfeb5ffedb7558f_73). | | | [36](#i767754147c274b8fbbfeb5ffedb7558f_73) | | |

| CFL | | | | | | Compact fluorescent light | | |

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

| fiscal 2018 | | | | | | Fiscal year ended February 3, 2019 (includes 53 weeks) | | |

| fiscal 2021 | | | | | | Fiscal year ending January 30, 2022 (includes 52 weeks) | | |

| Tax Act | | | | | | Tax Cuts and Jobs Act of 2017 | | |

The [added: following table presents the] percentage of our owned versus leased facilities in operation at the end of fiscal [removed: 2020,] [added: 2021,] along with the total square [removed: footage, follows:][added: footage:]

| Warehouses and distribution centers | | | 5 | | % | | | | 95 | | % | | | | [removed: 75.9] [added: 88.5] | | |

| Offices and other | | | [removed: 23] [added: 21] | | % | | | | [removed: 77] [added: 79] | | % | | | | [removed: 5.1] [added: 5.3] | | |

[removed: Our U.S.] [added: The following table presents our] store locations [added: outside of the U.S.] at the end of fiscal [removed: 2020 follow:][added: 2021:]

| California | | | [removed: 232] [added: 247] | | | | | | New Jersey | | | 67 | | |

| Florida | | | [removed: 155] [added: 156] | | | | | | Ohio | | | 70 | | |

| Kentucky | | | 14 | | | | | | Texas | | | [removed: 180] [added: 181] | | |

| Massachusetts | | | 45 | | | | | | Virginia | | | [removed: 49] [added: 50] | | |

| Michigan | | | 70 | | | | | | Washington | | | [removed: 45] [added: 46] | | |

| | | | | | | | | | Total U.S. | | | [removed: 1,987] [added: 2,006] | | |

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

| | | | | | | | | | Querétaro | | | [removed: 4] [added: 5] | | |

| | | | | | | | | | Total Mexico | | | [removed: 127] [added: 129] | | |

| Stores (1) | | | 89 | | % | | | | 11 | | % | | | | 240.5 | | |

| Total | | | | | | | | | | | | | | | 334.3 | | |

The following table presents our U.S. store locations (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam) at the end of fiscal 2021:

| Stores (1) | | | 90 | | % | | | | 10 | | % | | | | 238.6 | | |

| Total | | | | | | | | | | | | | | | 319.6 | | |

Our store locations outside of the U.S. at the end of fiscal 2020 follow:

[Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)

At March [removed: 5, 2021,] [added: 4, 2022,] there were approximately [removed: 116,000] [added: 111,000] holders of record of our common stock and approximately [removed: 3,735,000] [added: 4,485,000] additional “street name” holders whose shares are held of record by banks, brokers, and other financial institutions.

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 [added: the] fiscal [removed: 2015] [added: year ended January 29, 2017] and assumes that all dividends were reinvested on the date paid.

[removed: ][added: ]

| | | | January [removed: 31, 2016 | | | | | | January] 29, 2017 | | | | | | January 28, 2018 | | | | | | February 3, 2019 | | | | | | February 2, 2020 | | | | | | January 31, 2021 | | | [added: | | | January 30, 2022 | | |]

The [added: following table presents the] number and average price of shares purchased in each fiscal month of the fourth quarter of fiscal [removed: 2020 follow:][added: 2021:]

| Period | | | Total Number of Shares [removed: Purchased(1) (3)] [added: Purchased (1)] | | | | | | Average Price Paid Per [removed: Share(1)] [added: Share (1)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced [removed: Program(2)] [added: Program (2)] | | | | | | Dollar Value of Shares that May Yet Be Purchased Under the [removed: Program(2)] [added: Program (2)] | | |

Under the Plans, participants may surrender shares as payment of applicable tax withholding on the vesting of restricted [removed: stock awards.][added: stock.]

*(2)In [removed: February 2019,] [added: May 2021,] our Board of Directors [removed: authorized $15.0] [added: approved a $20.0] billion [removed: in] share [removed: repurchases] [added: repurchase authorization] that replaced the previous authorization.

[removed: The] [added: This new] authorization does not have a prescribed expiration date.*

During the fourth quarter of fiscal [removed: 2020,] [added: 2021,] we issued [removed: 435] [added: 327] 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: 2020.][added: 2021.]

During the fourth quarter of fiscal [removed: 2020,] [added: 2021,] we credited [removed: 11,539] [added: 705] 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 | | | | | $ | 153.26 | | | | | $ | 139.40 | | | | | $ | 177.14 | | | | | $ | 215.37 | | | | | $ | 297.56 | |

| S&P Retail Composite Index | | | 100.00 | | | | | | 145.23 | | | | | | 152.92 | | | | | | 184.44 | | | | | | 260.77 | | | | | | 276.14 | | |

| S&P 500 Index | | | 100.00 | | | | | | 127.70 | | | | | | 122.75 | | | | | | 149.19 | | | | | | 174.90 | | | | | | 211.61 | | |

| November 1, 2021 – November 28, 2021 | | | 2,801,959 | | | | | | $ | 383.25 | | | | | 2,798,832 | | | | | | $ | 13,046,780,078 | |

| November 29, 2021 – December 26, 2021 | | | 2,813,311 | | | | | | 403.26 | | | | | | 2,811,837 | | | | | | 11,912,896,596 | | |

| December 27, 2021 – January 30, 2022 | | | 5,986,275 | | | | | | 383.38 | | | | | | 5,985,018 | | | | | | 9,618,369,279 | | |

| Total | | | 11,601,545 | | | | | | 388.17 | | | | | | 11,595,687 | | | | | | | | |

| The Home Depot | | | $ | 100.00 | | | | | $ | 112.34 | | | | | $ | 172.17 | | | | | $ | 156.60 | | | | | $ | 199.00 | | | | | $ | 241.94 | |

| S&P Retail Composite Index | | | 100.00 | | | | | | 118.55 | | | | | | 172.18 | | | | | | 181.29 | | | | | | 218.65 | | | | | | 309.14 | | |

| S&P 500 Index | | | 100.00 | | | | | | 120.86 | | | | | | 154.33 | | | | | | 148.35 | | | | | | 180.31 | | | | | | 211.39 | | |

| November 2, 2020 – November 29, 2020 | | | 2,278 | | | | | | $ | 273.99 | | | | | — | | | | | | $ | 7,680,368,043 | |

| November 30, 2020 – December 27, 2020 | | | 530 | | | | | | 269.44 | | | | | | — | | | | | | 7,680,368,043 | | |

| December 28, 2020 – January 31, 2021 | | | 1,148 | | | | | | 269.81 | | | | | | — | | | | | | 7,680,368,043 | | |

| Total | | | 3,956 | | | | | | 272.17 | | | | | | — | | | | | | | | |

*(3)On March 13, 2020, we suspended our share repurchases.

We resumed share repurchases in the first quarter of fiscal 2021.*

The information required by Item 301 of Regulation S-K is incorporated by reference to page F-1 of this report.

Quarterly financial data previously required by item 302 of Regulation S-K has been omitted as we have elected to early adopt the changes to Item 302 contained in SEC Release No. 33-10890.

| [Report of Independent Registered Public Accounting Firm](#i767754147c274b8fbbfeb5ffedb7558f_76) | | | | | | [removed: [37](#i767754147c274b8fbbfeb5ffedb7558f_76)] [added: [35](#i767754147c274b8fbbfeb5ffedb7558f_76)] | | |

| [Consolidated Balance Sheets](#i767754147c274b8fbbfeb5ffedb7558f_79) | | | | | | [removed: [39](#i767754147c274b8fbbfeb5ffedb7558f_79)] [added: [37](#i767754147c274b8fbbfeb5ffedb7558f_79)] | | |

| [Consolidated Statements of Earnings](#i767754147c274b8fbbfeb5ffedb7558f_85) | | | | | | [removed: [40](#i767754147c274b8fbbfeb5ffedb7558f_85)] [added: [38](#i767754147c274b8fbbfeb5ffedb7558f_85)] | | |

| [Consolidated Statements of Comprehensive Income](#i767754147c274b8fbbfeb5ffedb7558f_88) | | | | | | [removed: [41](#i767754147c274b8fbbfeb5ffedb7558f_88)] [added: [39](#i767754147c274b8fbbfeb5ffedb7558f_88)] | | |

| [Consolidated Statements of Stockholders' Equity](#i767754147c274b8fbbfeb5ffedb7558f_91) | | | | | | [removed: [42](#i767754147c274b8fbbfeb5ffedb7558f_91)] [added: [40](#i767754147c274b8fbbfeb5ffedb7558f_91)] | | |

| [Consolidated Statements of Cash Flows](#i767754147c274b8fbbfeb5ffedb7558f_94) | | | | | | [removed: [43](#i767754147c274b8fbbfeb5ffedb7558f_94)] [added: [41](#i767754147c274b8fbbfeb5ffedb7558f_94)] | | |

| [Notes to Consolidated Financial Statements](#i767754147c274b8fbbfeb5ffedb7558f_97) | | | | | | [removed: [44](#i767754147c274b8fbbfeb5ffedb7558f_97)] [added: [42](#i767754147c274b8fbbfeb5ffedb7558f_97)] | | |

| [Note 1. Summary of Significant Accounting Policies](#i767754147c274b8fbbfeb5ffedb7558f_100) | | | | | | [removed: [44](#i767754147c274b8fbbfeb5ffedb7558f_100)] [added: [42](#i767754147c274b8fbbfeb5ffedb7558f_100)] | | |

| [Note 2. Net Sales and Segment Reporting](#i767754147c274b8fbbfeb5ffedb7558f_106) | | | | | | [removed: [51](#i767754147c274b8fbbfeb5ffedb7558f_106)] [added: [49](#i767754147c274b8fbbfeb5ffedb7558f_106)] | | |

| [Note 3. Property and Leases](#i767754147c274b8fbbfeb5ffedb7558f_112) | | | | | | [removed: [53](#i767754147c274b8fbbfeb5ffedb7558f_112)] [added: [51](#i767754147c274b8fbbfeb5ffedb7558f_112)] | | |

| [Note 4. Debt and Derivative Instruments](#i767754147c274b8fbbfeb5ffedb7558f_118) | | | | | | [removed: [55](#i767754147c274b8fbbfeb5ffedb7558f_118)] [added: [53](#i767754147c274b8fbbfeb5ffedb7558f_118)] | | |

| [Note 5. Income Taxes](#i767754147c274b8fbbfeb5ffedb7558f_124) | | | | | | [removed: [60](#i767754147c274b8fbbfeb5ffedb7558f_124)] [added: [56](#i767754147c274b8fbbfeb5ffedb7558f_124)] | | |

| [Note 6. Stockholders' Equity](#i767754147c274b8fbbfeb5ffedb7558f_130) | | | | | | [removed: [63](#i767754147c274b8fbbfeb5ffedb7558f_130)] [added: [60](#i767754147c274b8fbbfeb5ffedb7558f_130)] | | |

| [Note 7. Fair Value Measurements](#i767754147c274b8fbbfeb5ffedb7558f_133) | | | | | | [removed: [63](#i767754147c274b8fbbfeb5ffedb7558f_133)] [added: [61](#i767754147c274b8fbbfeb5ffedb7558f_133)] | | |

| [Note 8. Stock-Based Compensation](#i767754147c274b8fbbfeb5ffedb7558f_136) | | | | | | [removed: [64](#i767754147c274b8fbbfeb5ffedb7558f_136)] [added: [61](#i767754147c274b8fbbfeb5ffedb7558f_136)] | | |

| [Note 9. Employee Benefit Plans](#i767754147c274b8fbbfeb5ffedb7558f_142) | | | | | | [removed: [67](#i767754147c274b8fbbfeb5ffedb7558f_142)] [added: [64](#i767754147c274b8fbbfeb5ffedb7558f_142)] | | |

| [Note 10. Weighted Average Common Shares](#i767754147c274b8fbbfeb5ffedb7558f_145) | | | | | | [removed: [67](#i767754147c274b8fbbfeb5ffedb7558f_145)] [added: [64](#i767754147c274b8fbbfeb5ffedb7558f_145)] | | |

| [Note 11. Commitments and Contingencies](#i767754147c274b8fbbfeb5ffedb7558f_148) | | | | | | [removed: [67](#i767754147c274b8fbbfeb5ffedb7558f_148)] [added: [64](#i767754147c274b8fbbfeb5ffedb7558f_148)] | | |

| [Note 12. HD Supply Acquisition](#i767754147c274b8fbbfeb5ffedb7558f_1735) | | | | | | [removed: [67](#i767754147c274b8fbbfeb5ffedb7558f_1735)] [added: [65](#i767754147c274b8fbbfeb5ffedb7558f_1735)] | | |

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

We have audited the accompanying consolidated balance sheets of The Home Depot, Inc. and subsidiaries (the Company) as of January [removed: 31, 2021] [added: 30, 2022] and [removed: February 2, 2020,] [added: January 31, 2021,] the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January [removed: 31, 2021,] [added: 30, 2022,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January [removed: 31, 2021] [added: 30, 2022] and [removed: February 2, 2020,] [added: January 31, 2021,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended January [removed: 31, 2021,] [added: 30, 2022,] 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) (PCAOB), the Company’s internal control over financial reporting as of January [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March [removed: 24, 2021] [added: 23, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] 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 [added: a] critical audit [removed: matters] [added: matter] 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

*Estimation of store [removed: shrink using a sampling approach*][added: shrink*]

As discussed in Note 1 to the consolidated financial statements, the majority of the Company’s U.S. merchandise [removed: inventory balances] [added: inventories] are stated at [added: the] lower of cost (first-in, first out) or market as determined by the retail inventory [removed: method.][added: method, which is based on a number of factors such as markups, markdowns, and inventory losses (or shrink).]

Shrink is the difference between the recorded amount of inventory and the physical inventory [removed: counted.][added: count.]

The Company calculates shrink based on actual inventory losses identified as a result of physical inventory counts during each fiscal period and estimated inventory losses occurring between physical [added: inventory counts.]

Due to changes in operating conditions during fiscal 2020 as a result of the COVID-19 pandemic, [removed: the Company] [added: we] used the results from a sample of stores that were able to conduct physical [removed: inventory counts] [added: inventories] as a basis for estimating shrink for those stores at which physical inventory counts were temporarily suspended during [removed: the year.][added: fiscal 2020.]

We identified the evaluation of the estimation of store shrink [removed: using a sampling approach] [added: occurring in the period between physical inventory counts and fiscal year-end] as a critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the process of developing [removed: and selecting] the [removed: sampling model to] estimate [added: of] store shrink.

- Evaluating the [removed: Company’s design of a sampling] method and [removed: key parameters] [added: certain assumptions] used; [removed: and]

[removed: Significant assumptions] [added: The fair values were determined using an income based approach, which] included [added: significant assumptions such as] the amount and timing of [removed: future] [added: projected] cash flows, growth rates, customer attrition [removed: rate, and the discount rate applied.]

| in millions, except per share data | | | January [removed: 31, 2021] [added: 30, 2022] | | | | | | [removed: February 2, 2020] [added: January 31, 2021] | | |

| Cash and cash equivalents | | | $ | [removed: 7,895] [added: 2,343] | | | | | $ | [removed: 2,133] [added: 7,895] | |

| Receivables, net | | | [removed: 2,992] [added: 3,426] | | | | | | [removed: 2,106] [added: 2,992] | | |

| Merchandise inventories | | | [removed: 16,627] [added: 22,068] | | | | | | [removed: 14,531] [added: 16,627] | | |

| Other current assets | | | [removed: 963] [added: 1,218] | | | | | | [removed: 1,040] [added: 963] | | |

Evaluating the Company’s estimation of shrink at the end of the fiscal year using interim inventory loss experience in U.S. retail stores involved auditor judgment.

We evaluated the appropriateness of the Company using interim physical inventory counts to estimate inventory losses in U.S. retail stores at the end of the fiscal year by:

- Testing the application of the method and certain assumptions used;

- Performing a current year trend analysis; and

- Performing a sensitivity analysis over the shrink reserve estimate.

March 23, 2022

| Net earnings | | | 16,433 | | | | | | 12,866 | | | | | | 11,242 | | |

| Net earnings | | | $ | 16,433 | | | | | $ | 12,866 | | | | | $ | 11,242 | |

| Stock-based compensation expense | | | 399 | | | | | | 310 | | | | | | 251 | | |

| Cash dividends | | | (6,985) | | | | | | (6,451) | | | | | | (5,958) | | |

All periods presented include 52 weeks.

Inventory cost includes the amount we pay to acquire inventory, including freight and import costs, as well as operating costs associated with our sourcing and distribution network, and is net of certain vendor allowances.

During fiscal 2021, we performed all regularly scheduled physical inventory counts, including store locations where physical inventory counts were suspended during fiscal 2020, and the difference between estimated shrink and actual inventory losses was not material.

*(1) Fiscal 2021 includes goodwill from a small acquisition completed during the second quarter.

*(2) Primarily reflects the net impact of foreign currency translation and immaterial acquisition-related measurement period adjustments.*

During the third quarter of fiscal 2021, we completed our annual assessment of the recoverability of our indefinite-lived intangible assets based on quantitative factors and concluded no impairment losses should be recognized.

The following table presents the estimated future amortization expense related to definite-lived intangible assets as of January 30, 2022:

| in millions | | | Amortization Expense | | |

| Fiscal 2026 | | | 178 | | |

| Thereafter | | | 1,962 | | |

| Total | | | $ | 2,854 | |

As of

Vendor allowances that are not reimbursement of specific, incremental, and identifiable costs are also included within cost of sales.

Selling, general and administrative expenses include compensation and benefits for retail and store support center associates, occupancy and operating costs of retail locations and store support centers, insurance-related expenses, advertising costs, credit and debit card processing fees, and other administrative costs.

The following table presents net advertising expense included in SG&A:

| Net advertising expense | | | $ | 1,044 | | | | | $ | 909 | | | | | $ | 904 | |

We include estimated forfeitures expected to occur when calculating stock-based compensation expense.

Accumulated other comprehensive loss also includes net losses on cash flow hedges that were immaterial as of January 30, 2022 and January 31, 2021.

Reclassifications from accumulated other comprehensive loss into earnings were immaterial in fiscal 2021, fiscal 2020, and fiscal 2019.

Cumulative foreign currency translation adjustments recorded in accumulated other comprehensive loss as of January 30, 2022 and January 31, 2021 were losses of $575 million and $498 million, respectively.

ASU 2021-10. In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance (Topic 832),” to improve the transparency of government assistance received by business entities that are accounted for by applying either the International Accounting Standards 20 grant model or Accounting Standards Codification

958-605 contribution model by analogy.

Topic 832 requires disclosure of the nature of the transactions and the related accounting policy used, the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item, and significant terms of the transactions.

This standard is effective for fiscal years beginning after December 15, 2021 and should be applied either prospectively or retrospectively.

Early adoption is permitted.

While the discontinuance of LIBOR will impact our interest rate swap agreements and certain of our credit arrangements, we do not anticipate the transition to a new reference rate and adoption of this standard will have a material impact on our consolidated financial condition, results of operations, or cash flows.

| Net sales | | | $ | 151,157 | | | | | $ | 132,110 | | | | | $ | 110,225 | |

| in millions | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Net sales | | | $ | 151,157 | | | | | $ | 132,110 | | | | | $ | 110,225 | |

| in millions | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

[Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company elected to change 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.

The retail inventory method is based on a number of factors such as markups, markdowns, and inventory losses (or shrink).

inventory counts.

Evaluating the Company’s use of sampling and its reliability to produce results substantially the same as those which would be obtained by a count of all U.S. retail stores involved a high degree of auditor judgment.

Additionally, professionals with specialized skills and knowledge assisted the engagement team.

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

We evaluated the appropriateness of the Company using sampling by comparing shrink results and store characteristics across the population to assess the sample’s reliability to produce results substantially the same as those which would be obtained by a count of all U.S. retail stores.

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

- Testing the Company’s application of a sampling model by evaluating formulas and calculations.

*Fair value of customer relationships intangible asset*

As discussed in Note 12 to the consolidated financial statements, on December 24, 2020, the Company acquired HD Supply Holdings, Inc. (HDS) in a business combination.

As a result of the transaction, the Company acquired a customer relationships intangible asset associated with the generation of future income from existing customers.

The preliminary, estimated acquisition-date fair value for the customer relationships intangible asset was approximately $2.6 billion.

The Company used an income approach to determine the estimated fair value of the customer relationships intangible asset.

We identified the evaluation of the fair value of the customer relationships intangible asset acquired in the HDS business combination as a critical audit matter.

There was a high degree of subjective auditor judgment related to certain assumptions used in the valuation model.

Changes in these assumptions could have a significant impact on the fair value of the customer relationships intangible asset.

Professionals with specialized skill and knowledge were also required to assess significant assumptions and evaluate evidence obtained.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation process, including controls related to the development of the above assumptions.

We evaluated the amount and timing of future cash flows and growth rates used by the Company by comparing projected cash flows to certain publicly available information for comparable companies, industry reports, and historical revenues achieved.

We performed sensitivity analyses over the Company’s assumptions used to determine the preliminary, estimated fair value of the customer relationships intangible asset to assess the impact changes in those assumptions would have on the Company’s determination of fair value.

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

- Long term growth rates used to project future cash flows by comparing to certain nationwide economic trend data such as GDP, inflation, and relevant industry data;

- Expected customer attrition rate applied by developing an independent attrition rate using historical sales data; and

- Discount rate applied by developing an independent discount rate and comparing inputs to certain publicly available market data for comparable entities.

March 24, 2021

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

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

| Impairment loss | | | — | | | | | | — | | | | | | 247 | | |

*Fiscal 2020 and fiscal 2019 include 52 weeks.

Fiscal 2018 includes 53 weeks.*

Fiscal 2020 and fiscal 2019 include 52 weeks while fiscal 2018 includes 53 weeks.

Impact of COVID-19

The outbreak of the COVID-19 coronavirus, which was declared a pandemic by the World Health Organization in March 2020, has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact our supply chain, operations, and customer demand.

Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect our operations and the operations of our suppliers and vendors as a result of additional shut-downs or other governmental orders; restrictions and limitations on travel, logistics and other business activities; potential product and labor shortages; limitations on store or facility operations up to and including closures; and other governmental, business or consumer actions.

In response to COVID-19, we expanded our associate pay and benefits to provide additional paid time off, weekly bonuses and other benefits.

To continue to support our associates, we transitioned away from these temporary programs and implemented permanent compensation enhancements for frontline, hourly associates beginning in the third quarter of fiscal 2020.

These expanded pay and benefits are included in SG&A in the consolidated statements of earnings.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January [removed: 31, 2021] [added: 30, 2022] based on the framework in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of January [removed: 31, 2021] [added: 30, 2022] in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The effectiveness of our internal control over financial reporting as of January [removed: 31, 2021] [added: 30, 2022] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We [added: are in the process of an ongoing business transformation initiative, which began in fiscal 2020 and includes upgrading and migrating certain accounting and finance systems in the U.S. We] plan to continue to migrate additional business processes over the course of the next few years and have modified and will continue to modify the design and implementation of certain internal control processes as the integration continues.

fiscal quarter ended January [removed: 31, 2021] [added: 30, 2022] that have materially affected, or are reasonably likely to materially affect, our

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

We have audited The Home Depot, Inc. and subsidiaries' (the Company) internal control over financial reporting as of January [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January [removed: 31, 2021] [added: 30, 2022] and [removed: February 2, 2020,] [added: January 31, 2021,] the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January [removed: 31, 2021,] [added: 30, 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 24, 2021] [added: 23, 2022] expressed an unqualified opinion on those consolidated financial statements.

March 23, 2022

Management excluded HD Supply from our assessment of internal control over financial reporting as of January 31, 2021 because it was acquired by the Company on December 24, 2020.

HD Supply represents approximately 3% of the Company’s consolidated total assets, excluding goodwill and intangible assets recorded, and less than 1% of the Company’s consolidated net sales, as of and for the year ended January 31, 2021.

See [Note 1](#i767754147c274b8fbbfeb5ffedb7558f_1735)[2](#i767754147c274b8fbbfeb5ffedb7558f_1735) to our consolidated financial statements for further discussion of the HD Supply acquisition.

During the second quarter of fiscal 2020, we temporarily suspended physical inventory counts in our stores as a

result of COVID-19.

We resumed physical inventory counts during the third quarter of fiscal 2020, and updated controls related to our use of the results from a sample of stores that were able to conduct physical inventories as a basis for estimating shrink for those stores at which physical inventory counts were temporarily suspended during the year.

We are in the process of an ongoing business transformation initiative, which included upgrading and migrating certain accounting and finance systems in the U.S in fiscal 2020.

The Company acquired HD Supply Holdings, Inc. during fiscal 2020, and management excluded HD Supply Holdings, Inc. from its assessment of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2021.

HD Supply Holdings, Inc. represents approximately 3% of the Company’s consolidated total assets, excluding goodwill and intangibles recorded, and less than 1% of the Company’s consolidated net sales as of and for the year ended January 31, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of HD Supply Holdings, Inc.

March 24, 2021

PART III

Not applicable.

PART III

Information required by this item, other than the information regarding the executive officers set forth below, is incorporated by reference to the sections entitled “Election of Directors,” “Corporate Governance,” “General,” and “Audit Committee Report” in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders (“Proxy Statement”).

ANN-MARIE CAMPBELL, age [removed: 55,] [added: 56,] has been Executive Vice President – U.S. Stores and International Operations since October 2020.

CAREY, age [removed: 56,] [added: 57,] has been Executive Vice President and Chief Information Officer since September 2008.

DECKER, age [removed: 58,] [added: 59,] has been [removed: President and] [added: our] Chief [removed: Operating] [added: Executive] Officer [added: and President] since [removed: October 2020.][added: March 2022.]

[removed: HOLIFIELD,] [added: JOHN DEATON,] age [removed: 64,] [added: 48,] has been Executive Vice President – Supply Chain [removed: and] [added: &] Product Development since [removed: February 2014.][added: November 2021.]

HOURIGAN, age [removed: 64,] [added: 65,] has been Executive Vice President – Human Resources since June 2017.

KINNAIRD, age [removed: 47,] [added: 48,] has been Executive Vice President – Merchandising since October 2020.

[removed: LENNIE,] [added: HECTOR PADILLA,] age [removed: 65,] [added: 47,] has been Executive Vice President – Outside Sales & Service since [removed: July 2015 and has announced he plans to retire in the summer of] [added: May] 2021.

McPHAIL, age [removed: 50,] [added: 51,] has been Executive Vice President and Chief Financial Officer since September 2019.

From August 2014 to September 2017, he served as Senior Vice President, Finance, with responsibility for U.S. Retail finance, strategic [removed: and financial planning, and business development activity.]

Prior to joining the Company in 2005, Mr. McPhail served as executive vice president of corporate finance for Marconi Corporation plc in London, [removed: England, where he led their business development efforts.][added: England.]

MENEAR, age [removed: 63,] [added: 64,] has been [removed: our Chief Executive Officer since November 2014 and] [added: the Chair of] our [removed: Chairman] [added: Board of Directors] since February 2015.

TERESA WYNN ROSEBOROUGH, age [removed: 62,] [added: 63,] has been Executive Vice President, General Counsel and Corporate Secretary since November 2011.

From April 2021 to October 2021, he served as Senior Vice President – Operations, from May 2017 to April 2021, he served as Senior Vice President – Supply Chain, from July 2011 to April 2017 he served as Senior Vice President – Brand and Product Development, and from April 2007 to June 2011 he served as Vice President – Supply Chain.

He served as our President and Chief Operating Officer from October 2020 through February 2022.

and financial planning, and business development activity.

He served as our Chief Executive Officer from November 2014 through February 2022.

He previously served as Division President of the Southern Division from June 2017 to May 2021, and Senior Vice President – Operations from November 2014 to June 2017.

Mr. Padilla began his career with The Home Depot in 1994 as a store associate and has held roles of increasing responsibility since he joined the Company, serving in various management roles with oversight of field operations and services.

MARK Q.

From July 2006 through February 2014, he served as Senior Vice President – Supply Chain.

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

WILLIAM G.

From March 2011 through January 2016, he served as President of The Home Depot Canada, and he served as Senior Vice President – International Merchandising, Private Brands, and Global Sourcing from March 2009 through March 2011.

Mr. Lennie originally joined the Company in 1992 and held roles of increasing responsibility in the Company’s merchandising department.

In 2006, Mr. Lennie left the Company to be Senior Vice President of Merchandising, Hardlines for Dick’s Sporting Goods, Inc., a sporting goods retailer, before re-joining The Home Depot in 2009.

- Report of Independent Registered Public Accounting [removed: Firm;][added: Firm (KPMG LLP, Atlanta, GA, Auditor Firm ID: 185);]

- Consolidated Balance Sheets as of January [removed: 31, 2021] [added: 30, 2022] and [removed: February 2, 2020;][added: January 31, 2021;]

- Consolidated Statements of Earnings for fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019,] [added: 2020,] and fiscal [removed: 2018;][added: 2019;]

- Consolidated Statements of Comprehensive Income for fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019,] [added: 2020,] and fiscal [removed: 2018;][added: 2019;]

- Consolidated Statements of Stockholders’ Equity for fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019,] [added: 2020,] and fiscal [removed: 2018;][added: 2019;]

- Consolidated Statements of Cash Flows for fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019,] [added: 2020,] and fiscal [removed: 2018;] [added: 2019;] and

| 4.2 | | | | | | [Indenture, dated as of August 24, [removed: 2012] [added: 2012,] between The Home Depot, Inc. and Deutsche Bank Trust Company Americas, as Trustee](http://www.sec.gov/Archives/edgar/data/354950/000119312512374249/d402941dex43.htm) | | | | | | Form S-3 (File No. 333-183621) filed August 29, 2012, Exhibit 4.3 | | |

| 4.5 | | | | | | [Form of [removed: 4.40%] [added: 5.95%] Senior Note due April 1, [removed: 2021](http://www.sec.gov/Archives/edgar/data/354950/000119312511084358/dex41.htm)] [added: 2041](http://www.sec.gov/Archives/edgar/data/354950/000119312511084358/dex42.htm)] | | | | | | Form 8-K filed March 31, 2011, Exhibit [removed: 4.1] [added: 4.2] | | |

| 4.6 | | | | | | [Form of [removed: 5.95%] [added: 2.700%] Senior Note due April 1, [removed: 2041](http://www.sec.gov/Archives/edgar/data/354950/000119312511084358/dex42.htm)] [added: 2023](http://www.sec.gov/Archives/edgar/data/354950/000119312513143356/d517008dex42.htm)] | | | | | | Form 8-K filed [removed: March 31, 2011,] [added: April 5, 2013,] Exhibit 4.2 | | |

| 4.7 | | | | | | [Form of [removed: 2.700%] [added: 4.200%] Senior Note due April 1, [removed: 2023](http://www.sec.gov/Archives/edgar/data/354950/000119312513143356/d517008dex42.htm)] [added: 2043](http://www.sec.gov/Archives/edgar/data/354950/000119312513143356/d517008dex43.htm)] | | | | | | Form 8-K filed April 5, 2013, Exhibit [removed: 4.2] [added: 4.3] | | |

| 4.8 | | | | | | [Form of [removed: 4.200%] [added: 3.750%] Senior Note due [removed: April 1, 2043](http://www.sec.gov/Archives/edgar/data/354950/000119312513143356/d517008dex43.htm)] [added: February 15, 2024](http://www.sec.gov/Archives/edgar/data/354950/000119312513362849/d595554dex43.htm)] | | | | | | Form 8-K filed [removed: April 5,] [added: September 10,] 2013, Exhibit 4.3 | | |

| 4.9 | | | | | | [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: 4.10] [added: 4.15] | | | | | | [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 | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Form of 4.40% Senior Note due March 15, 2045](http://www.sec.gov/Archives/edgar/data/354950/000119312514234912/d743519dex43.htm) | | | | | | Form 8-K filed June 12, 2014, Exhibit 4.3 | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Form of 2.625% Senior Note due June 1, 2022](http://www.sec.gov/Archives/edgar/data/354950/000119312515210652/d936038dex42.htm) | | | | | | Form 8-K filed June 2, 2015, Exhibit 4.2 | | |

| [removed: 4.13] [added: 4.12] | | | | | | [Form of 4.250% Senior Note due April 1, 2046](http://www.sec.gov/Archives/edgar/data/354950/000119312515210652/d936038dex43.htm) | | | | | | Form 8-K filed June 2, 2015, Exhibit 4.3 | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Form of 3.35% Note due September 15, 2025](http://www.sec.gov/Archives/edgar/data/354950/000035495015000040/hd_exhibit43x09152015.htm) | | | | | | Form 8-K filed September 15, 2015, Exhibit 4.3 | | |

| [removed: 4.15] [added: 4.14] | | | | | | [Form of [removed: 2.000%] [added: 3.000%] Senior Note due April 1, [removed: 2021](http://www.sec.gov/Archives/edgar/data/354950/000035495016000053/hd_exhibit42x02122016.htm)] [added: 2026](http://www.sec.gov/Archives/edgar/data/354950/000035495016000053/hd_exhibit43x02122016.htm)] | | | | | | Form 8-K filed February 12, 2016, Exhibit [removed: 4.2] [added: 4.3] | | |

| 4.16 | | | | | | [Form of [removed: 3.000%] [added: 2.125%] Senior Note due [removed: April 1, 2026](http://www.sec.gov/Archives/edgar/data/354950/000035495016000053/hd_exhibit43x02122016.htm)] [added: September 15, 2026](http://www.sec.gov/Archives/edgar/data/354950/000035495016000086/hd_exhibit42x09152016.htm)] | | | | | | Form 8-K filed [removed: February 12,] [added: September 15,] 2016, Exhibit [removed: 4.3] [added: 4.2] | | |

| 4.17 | | | | | | [Form of [removed: 4.250%] [added: 3.500%] Senior Note due [removed: April 1, 2046](http://www.sec.gov/Archives/edgar/data/354950/000035495016000053/hd_exhibit44x02122016.htm)] [added: September 15, 2056](http://www.sec.gov/Archives/edgar/data/354950/000035495016000086/hd_exhibit43x09152016.htm)] | | | | | | Form 8-K filed [removed: February 12,] [added: September 15,] 2016, Exhibit [removed: 4.4] [added: 4.3] | | |

| [removed: 4.18] [added: 4.19] | | | | | | [Form of [removed: 2.125% Senior] [added: 2.800%] Note due September [removed: 15, 2026](http://www.sec.gov/Archives/edgar/data/354950/000035495016000086/hd_exhibit42x09152016.htm)] [added: 14, 2027](http://www.sec.gov/Archives/edgar/data/354950/000035495017000037/hd_exhibit42x09142017.htm)] | | | | | | Form 8-K filed September [removed: 15, 2016,] [added: 14, 2017,] Exhibit 4.2 | | |

| [removed: 4.19] [added: 4.21] | | | | | | [Form of [removed: 3.500%] [added: 3.250%] Senior Note due [removed: September 15, 2056](http://www.sec.gov/Archives/edgar/data/354950/000035495016000086/hd_exhibit43x09152016.htm)] [added: March 1, 2022](http://www.sec.gov/Archives/edgar/data/354950/000035495018000069/hd_exhibit43x12062018.htm)] | | | | | | Form 8-K filed [removed: September 15, 2016,] [added: December 6, 2018,] Exhibit 4.3 | | |

| [removed: 4.20] [added: 4.18] | | | | | | [Form of 3.900% Senior Note due June 15, 2047](http://www.sec.gov/Archives/edgar/data/354950/000035495017000020/hd_exhibit44x06052017.htm) | | | | | | Form 8-K filed June 5, 2017, Exhibit 4.4 | | |

| [removed: 4.21] [added: 4.28] | | | | | | [Form of [removed: 2.800%] [added: 2.500%] Note due [removed: September 14, 2027](http://www.sec.gov/Archives/edgar/data/354950/000035495017000037/hd_exhibit42x09142017.htm)] [added: April 15, 2027](http://www.sec.gov/Archives/edgar/data/354950/000035495020000020/hdexhibit4203302020.htm)] | | | | | | Form 8-K filed [removed: September 14, 2017,] [added: March 30, 2020,] Exhibit 4.2 | | |

| [removed: 4.22] [added: 4.20] | | | | | | [Form of Floating Rate Note due March 1, 2022](http://www.sec.gov/Archives/edgar/data/354950/000035495018000069/hd_exhibit42x12062018.htm) | | | | | | Form 8-K filed December 6, 2018, Exhibit 4.2 | | |

| 4.23 | | | | | | [Form of [removed: 3.250%] [added: 4.500%] Senior Note due [removed: March 1, 2022](http://www.sec.gov/Archives/edgar/data/354950/000035495018000069/hd_exhibit43x12062018.htm)] [added: December 6, 2048](http://www.sec.gov/Archives/edgar/data/354950/000035495018000069/hd_exhibit45x12062018.htm)] | | | | | | Form 8-K filed December 6, 2018, Exhibit [removed: 4.3] [added: 4.5] | | |

| [removed: 4.24] [added: 4.22] | | | | | | [Form of 3.900% Senior Note due December 6, 2028](http://www.sec.gov/Archives/edgar/data/354950/000035495018000069/hd_exhibit44x12062018.htm) | | | | | | Form 8-K filed December 6, 2018, Exhibit 4.4 | | |

| 4.25 | | | | | | [Form of [removed: 4.500% Senior] [added: 3.900%] Note due [removed: December 6, 2048](http://www.sec.gov/Archives/edgar/data/354950/000035495018000069/hd_exhibit45x12062018.htm)] [added: June 15, 2047](http://www.sec.gov/Archives/edgar/data/354950/000035495019000041/hd_exhibit43x06172019.htm)] | | | | | | Form 8-K filed [removed: December 6, 2018,] [added: June 17, 2019,] Exhibit [removed: 4.5] [added: 4.3] | | |

| [removed: 4.26] [added: 4.24] | | | | | | [Form of 2.950% Note due June 15, 2029](http://www.sec.gov/Archives/edgar/data/354950/000035495019000041/hd_exhibit42x06172019.htm) | | | | | | Form 8-K filed June 17, 2019, Exhibit 4.2 | | |

| 4.27 | | | | | | [Form of [removed: 3.900%] [added: 3.125%] Note due [removed: June] [added: December] 15, [removed: 2047](http://www.sec.gov/Archives/edgar/data/354950/000035495019000041/hd_exhibit43x06172019.htm)] [added: 2049](https://www.sec.gov/Archives/edgar/data/354950/000035495020000007/hdexhibit4301132020.htm)] | | | | | | Form 8-K filed [removed: June 17, 2019,] [added: January 13, 2020,] Exhibit 4.3 | | |

| [removed: 4.28] [added: 4.26] | | | | | | [Form of 2.950% Note due June 15, 2029](http://www.sec.gov/Archives/edgar/data/354950/000035495020000007/hdexhibit4201132020.htm) | | | | | | Form 8-K filed January 13, 2020, Exhibit 4.2 | | |

| 4.29 | | | | | | [Form of [removed: 3.125%] [added: 2.700%] Note due [removed: December] [added: April] 15, [removed: 2049](https://www.sec.gov/Archives/edgar/data/354950/000035495020000007/hdexhibit4301132020.htm)] [added: 2030](http://www.sec.gov/Archives/edgar/data/354950/000035495020000020/hdexhibit4303302020.htm)] | | | | | | Form 8-K filed [removed: January 13,] [added: March 30,] 2020, Exhibit 4.3 | | |

| 4.30 | | | | | | [Form of [removed: 2.500%] [added: 3.300%] Note due April 15, [removed: 2027](http://www.sec.gov/Archives/edgar/data/354950/000035495020000020/hdexhibit4203302020.htm)] [added: 2040](http://www.sec.gov/Archives/edgar/data/354950/000035495020000020/hdexhibit4403302020.htm)] | | | | | | Form 8-K filed March 30, 2020, Exhibit [removed: 4.2] [added: 4.4] | | |

| 4.31 | | | | | | [Form of [removed: 2.700%] [added: 3.350%] Note due April 15, [removed: 2030](http://www.sec.gov/Archives/edgar/data/354950/000035495020000020/hdexhibit4303302020.htm)] [added: 2050](http://www.sec.gov/Archives/edgar/data/354950/000035495020000020/hdexhibit4503302020.htm)] | | | | | | Form 8-K filed March 30, 2020, Exhibit [removed: 4.3] [added: 4.5] | | |

| 4.32 | | | | | | [Form of [removed: 3.300%] [added: 0.900%] Note due [removed: April] [added: March] 15, [removed: 2040](http://www.sec.gov/Archives/edgar/data/354950/000035495020000020/hdexhibit4403302020.htm)] [added: 2028](http://www.sec.gov/Archives/edgar/data/354950/000119312521004182/d107555dex42.htm)] | | | | | | Form 8-K filed [removed: March 30, 2020,] [added: January 7, 2021,] Exhibit [removed: 4.4] [added: 4.2] | | |

| 4.33 | | | | | | [Form of [removed: 3.350%] [added: 1.375%] Note due [removed: April] [added: March] 15, [removed: 2050](http://www.sec.gov/Archives/edgar/data/354950/000035495020000020/hdexhibit4503302020.htm)] [added: 2031](http://www.sec.gov/Archives/edgar/data/354950/000119312521004182/d107555dex43.htm)] | | | | | | Form 8-K filed [removed: March 30, 2020,] [added: January 7, 2021,] Exhibit [removed: 4.5] [added: 4.3] | | |

| 4.34 | | | | | | [Form of [removed: 0.900%] [added: 2.375%] Note due March 15, [removed: 2028](http://www.sec.gov/Archives/edgar/data/354950/000119312521004182/d107555dex42.htm)] [added: 2051](http://www.sec.gov/Archives/edgar/data/354950/000119312521004182/d107555dex44.htm)] | | | | | | Form 8-K filed January 7, 2021, Exhibit [removed: 4.2] [added: 4.4] | | |

| [removed: 4.35] [added: 4.36] | | | | | | [Form of [removed: 1.375%] [added: 1.875%] Note due [removed: March] [added: September] 15, [removed: 2031](http://www.sec.gov/Archives/edgar/data/354950/000119312521004182/d107555dex43.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/354950/000119312521278296/d210748dex43.htm)] | | | | | | Form 8-K filed [removed: January 7,] [added: on September 21,] 2021, Exhibit 4.3 | | |

| [removed: 4.36] [added: 4.37] | | | | | | [Form of [removed: 2.375%] [added: 2.750%] Note due [removed: March] [added: September] 15, [removed: 2051](http://www.sec.gov/Archives/edgar/data/354950/000119312521004182/d107555dex44.htm)] [added: 2051](https://www.sec.gov/Archives/edgar/data/354950/000119312521278296/d210748dex44.htm)] | | | | | | Form 8-K filed [removed: January 7,] [added: on September 21,] 2021, Exhibit 4.4 | | |

| [removed: 4.37] [added: 4.38] | | | | | | [Description of Securities](http://www.sec.gov/Archives/edgar/data/354950/000035495020000015/hdexhibit43302022020.htm) | | | | | | Form 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33 | | |

| 4.35 | | | | | | [Form of 1.500% Note due September 15, 2028](https://www.sec.gov/Archives/edgar/data/354950/000119312521278296/d210748dex42.htm) | | | | | | Form 8-K filed on September 21, 2021, Exhibit 4.2 | | |

| [removed: By:] [added: /s/ CRAIG A. MENEAR] | | | | | | [removed: /s/ CRAIG A. MENEAR] [added: Chair of the Board] | | | [added: | | | | | |]

| | | | | | | [removed: Craig A. Menear, Chairman and] [added: Edward P. Decker,] Chief Executive Officer [added: and President] | | |

| Date: | | | March [removed: 24, 2021] [added: 23, 2022] | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March [removed: 24, 2021.][added: 23, 2022.]

| /s/ [removed: CRAIG A. MENEAR] [added: EDWARD P. DECKER] | | | | | | [removed: Chairman and] Chief Executive [removed: Officer] [added: Officer, President and Director] (Principal Executive Officer) | | | | | | | | |