Home Depot (HD) 10-K risk factor changes: FY2022 vs FY2021

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

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

[removed: You should read these Risk Factors in conjunction with “[Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operatio](#i767754147c274b8fbbfeb5ffedb7558f_46)[ns](#i767754147c274b8fbbfeb5ffedb7558f_46)” in Item 7] [added: Operations](#i34ff7b01e284464c95e860d997837e7d_46)] and our consolidated financial statements and related notes in Item 8.

As a result, we face competition for [added: customers for] our products and services from a variety of retailers, suppliers, [added: service providers, and] distributors and manufacturers that sell products directly to their respective customer [removed: bases, and service providers, ranging from traditional brick-and-mortar, to multichannel, to exclusively online.][added: bases.]

These competitors [added: range from traditional brick-and-mortar, to multichannel, to exclusively online, and they] include a number of other home improvement retailers; electrical, plumbing and building materials supply houses; and lumber yards.

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, [removed: mail order firms,] [added: specialty and mass digital retailers,] warehouse clubs, independent building supply stores, MRO distributors, home décor retailers, and other retailers, as well as with providers of home improvement services and tool and equipment rental.

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

Our ability to be competitive on delivery and pickup times, options and costs depends on many factors, including leveraging the momentum of our strategic investments in our supply chain and our interconnected retail capabilities to further enhance the customer shopping [removed: 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.][added: experience.]

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

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

Our ability to collect and use that data, however, is subject to a number of external factors, including the impact of legislation or regulations governing data privacy and [removed: security.][added: security and customer expectations around data collection and use.]

Customer preferences and expectations related to sustainability of products and operations are also [removed: increasing.][added: changing.]

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

Once products are purchased, customers [removed: are seeking] [added: seek] alternate options for delivery of those products, [added: including advance ordering through digital platforms for Pros,] and they often expect quick, timely, and low-price or free delivery and/or convenient pickup options.

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

We [removed: have our BOSS, BOPIS, BODFS and direct fulfillment delivery options, but we] cannot guarantee that [removed: these] [added: our current] or future [removed: programs] [added: fulfillment options] will be maintained and implemented successfully or that we will be able to meet customer expectations on delivery or pickup times, options and costs.

In addition, [added: as our customers continue to leverage our enhanced interconnected shopping and fulfillment options,] a greater concentration of online sales with direct fulfillment [removed: or curbside pickup] could result in a reduction in the amount of traffic in our stores, which would, in turn, reduce the opportunities for cross-selling of merchandise that such traffic creates and could reduce our overall sales and adversely affect our financial performance.

Failure to provide a relevant or effective online customer experience in a timely manner that keeps pace with technological developments and 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; to effectively implement an increasingly localized merchandising assortment; or to otherwise timely identify or respond to changing consumer preferences, expectations and home improvement needs could adversely affect our relationship with [added: our] 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, [added: current and potential] associates, suppliers, vendors, and shareholders, and, consequently, our business and results of operations or the price of our stock.

Our brand and reputation are critical to attracting customers, [added: current and potential] associates, suppliers and vendors to do business with us.

Negative incidents can erode trust and confidence quickly, and adverse publicity about us could damage our brand and [removed: reputation,] [added: reputation;] undermine our customers’ [removed: confidence,] [added: confidence in us;] reduce demand for our products and [removed: services,] [added: services;] affect our ability to recruit, engage, motivate and retain [removed: associates,] [added: associates;] attract regulatory [removed: scrutiny,] [added: scrutiny;] and impact our relationships with current and potential suppliers and vendors.

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

Negative sentiment about the Company shared over social [removed: media] [added: media, or misinformation from fraudulent accounts impersonating the Company,] could impact our brand and reputation, whether or not it is based in fact.

These investments are designed to streamline our operations to allow our associates to continue to provide high-quality service to our customers; simplify customer interactions; provide our customers with a more interconnected shopping experience; [added: better address Pro planned purchase needs;] and create the fastest, most efficient delivery network for home improvement products.

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 [removed: web-based] [added: online] tools and services, implementing new technologies, implementing and restructuring support systems and processes, 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.

We have an aging store base that requires maintenance, investment, and [added: 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 protect against loss or theft of our inventory (also called [removed: “shrink”).][added: “shrink”), including as a result of organized retail crime.]

[removed: Higher] [added: High] rates of shrink, which we continue to experience, [removed: can require] [added: or an unsafe store environment, requires] operational changes that may increase costs and [added: adversely] impact the customer [added: and associate] experience.

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

If we are unable to effectively manage and expand our alliances and relationships with [removed: selected] [added: certain] suppliers of both brand name and proprietary products, we may be unable to effectively execute our strategy to differentiate ourselves from our competitors.

As part of our focus on product differentiation, we have formed strategic alliances and exclusive relationships with [removed: selected] [added: certain] suppliers to market products under a variety of well-recognized brand names.

We have also developed relationships with [removed: selected] [added: certain] suppliers to allow us to market proprietary products that are comparable to national brands.

Our proprietary products differentiate us from other [removed: retailers,] [added: retailers and] generally carry higher margins than national brand [removed: products, and represent a growing portion of our business.][added: products.]

We regularly consider and enter into strategic transactions, including mergers, acquisitions, investments, alliances, and other growth and market expansion [removed: strategies, such as our acquisition of HD Supply in the fourth quarter of fiscal 2020.][added: strategies.]

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

[removed: Furthermore, even] [added: 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 risks and liabilities.

Any failure in the execution of a strategic [removed: transaction,] [added: transaction or investment,] our approach to the integration of an acquired asset or business, or [removed: achieving expected] [added: achievement of] synergies or other benefits could result in slower growth, higher than expected costs, the recording of an impairment of goodwill or other intangible assets, and other actions which could adversely affect our business, financial condition and results of operations.

To meet the needs and expectations of our customers, we must attract, develop and retain a large number of highly qualified [added: associates and maintain a productive relationship with those] associates.

Our ability to meet our labor needs while controlling labor costs is subject to numerous external factors, including 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, [added: employment,] immigration, minimum wage, and healthcare benefits; changing [removed: demographics; the continuing impacts of] [added: demographics and expectations among] the [removed: pandemic;] [added: workforce; public health concerns;] and our reputation within the labor market.

These positions [added: often] have [removed: historically had] high turnover rates, which can lead to increased training and retention costs, particularly in a competitive labor market.

You should read these Risk Factors in conjunction with [Part II, Item 7.

Our Pros also look for a dedicated sales team, competitive credit

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| Fiscal 2022 Form 10-K | | | 10 | | |  | | |

and pricing options, project planning tools, and product depth and job lot quantities, particularly for their planned purchase needs.

Failure to successfully manage these factors and offer competitive delivery and pickup options could negatively impact our profit margins and the demand for our products.

In addition, we are operating in a highly inflationary environment.

If inflation increases beyond our ability to control our related costs, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand, or it may adversely affect our ability to compete based on price.

Our Pros also look for additional capabilities, including a dedicated sales team, competitive credit and pricing options, project planning tools, and product depth and job lot quantities, particularly for their planned purchase needs.

A greater concentration of online sales with direct fulfillment could also result in higher costs for delivery, potentially impacting our profit margins.

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| Fiscal 2022 Form 10-K | | | 11 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

We also need to identify and secure available locations with appropriate characteristics for new stores to ensure we can continue to serve our customers effectively.

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| Fiscal 2022 Form 10-K | | | 12 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

might fail altogether, each of which could adversely impact our competitive position and our financial condition, results of operations, or cash flows.

We are also subject to labor union efforts to organize groups of our associates from time to time and, if successful, those organizational efforts may decrease our operational flexibility and efficiency, and/or otherwise negatively impact our operations or reputation.

These factors, together with growing competition among potential employers, have resulted in and may continue to result in increased salaries, benefits, or other employee-related

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| Fiscal 2022 Form 10-K | | | 13 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

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| Fiscal 2022 Form 10-K | | | 14 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

We may not be successful at managing this increased volume and related delivery options without interruption in the future.

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| Fiscal 2022 Form 10-K | | | 15 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

business operations, result in data compromise, or both.

Additionally, as occurred in the case of the data breach we experienced in 2014, 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 occurrence of a security incident.

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

product availability, and purchase products.

space reallocation initiatives to deliver the shopping experience that our customers desire.

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

Any system implementation and transition

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

Actual, potential or perceived product safety

If we do not have adequate contractual indemnification or insurance available, such claims could have an adverse effect on our business, financial condition and results of operations.

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

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.

- the impact of the pandemic and related economic uncertainty on consumer confidence, economic well-being, spending, and shopping behaviors, both during and after the pandemic;

- unknown consequences on our business performance and strategic initiatives stemming from the substantial investment of time and other resources to the pandemic response;

- the incremental costs of doing business during and/or after the pandemic, including the potential costs of ongoing testing requirements;

- volatility in the credit and financial markets during and after the pandemic;

- the availability of, and prevalence of access to, effective medical treatments and vaccines for COVID-19;

- the pace and extent of recovery as the pandemic subsides; and

- the long-term impact of the pandemic on our business even after the pandemic subsides.

In addition, we have seen an increase in spending on home improvement products and projects during the pandemic.

*Associate and Customer Safety-Related Risks*.

In response to the COVID-19 pandemic, we have taken a number of actions across our business to help protect our associates, customers, and others in the communities we serve.

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.

In certain jurisdictions, we temporarily ceased sales or delayed commencement of certain in-home services deemed non-essential early in the pandemic, and we may have to do so again or in other jurisdictions.

Several of these actions adversely impacted our sales, and they may continue to do so going forward.

While we have transitioned from many of these temporary pay and benefits programs, the actions that we have taken in response to the pandemic resulted in significant incremental costs, and we expect that we will continue to incur additional costs due to the pandemic going forward, which in turn may have an adverse impact on our results of operations.

*Information Technology-Related Risks*.

As a result of the pandemic and related quarantines, shut-down orders, and similar restrictions, we have experienced increased demand for online purchases of products.

While we have managed this increased volume to date without interruption, there are no assurances that we will continue to be able to do so.

We have also had to rapidly modify certain technology systems to support our interconnected offerings in connection with the pandemic, such as the addition of curbside pickup.

Disruptions, failures or other performance issues with our customer-facing technology systems, either due to increased volume, system modifications, or other factors, could impair the benefits they provide, adversely impact our sales, and negatively affect our relationship with our customers.

*Supply Chain-Related Risks*.

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

Customer demand for certain products has also fluctuated as the pandemic has progressed and customer behaviors have changed, which has challenged our ability to anticipate and/or adjust inventory levels to meet that demand.

These factors have resulted in higher out-of-stock inventory positions in certain products as well as delays in delivering those products to our distribution and fulfillment centers, stores or customers.

[removed: -] [added: |] [Executive [removed: Summary](#i767754147c274b8fbbfeb5ffedb7558f_49)][added: Summary](#i34ff7b01e284464c95e860d997837e7d_49) | | | | | | [26](#i34ff7b01e284464c95e860d997837e7d_49) | | |]

[removed: -] [added: |] [Results of [removed: Operations](#i767754147c274b8fbbfeb5ffedb7558f_52)][added: Operations](#i34ff7b01e284464c95e860d997837e7d_52) | | | | | | [27](#i34ff7b01e284464c95e860d997837e7d_52) | | |]

[removed: -] [added: |] [Liquidity and Capital [removed: Resources](#i767754147c274b8fbbfeb5ffedb7558f_64)][added: Resources](#i34ff7b01e284464c95e860d997837e7d_64) | | | | | | [29](#i34ff7b01e284464c95e860d997837e7d_64) | | |]

[removed: - [Critical Accounting Policies](#i767754147c274b8fbbfeb5ffedb7558f_67)][added: CRITICAL ACCOUNTING ESTIMATES]

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

| [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| Net sales | | | $ | [removed: 151,157] [added: 157,403] | | | | | $ | [removed: 132,110] [added: 151,157] | | | | | $ | [removed: 110,225] [added: 132,110] | |

| Net earnings | | | [removed: 16,433] [added: 17,105] | | | | | | [removed: 12,866] [added: 16,433] | | | | | | [removed: 11,242] [added: 12,866] | | |

| Diluted earnings per share | | | $ | [removed: 15.53] [added: 16.69] | | | | | $ | [removed: 11.94] [added: 15.53] | | | | | $ | [removed: 10.25] [added: 11.94] | |

| Net cash provided by operating activities | | | $ | [removed: 16,571] [added: 14,615] | | | | | $ | [removed: 18,839] [added: 16,571] | | | | | $ | [removed: 13,687] [added: 18,839] | |

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

| Proceeds from long-term debt, net of discounts [removed: and premiums] | | | [removed: 2,979] [added: 6,942] | | | | | | [removed: 7,933] [added: 2,979] | | | | | | [removed: 3,420] [added: 7,933] | | |

| Repayments of long-term debt | | | [removed: 1,532] [added: 2,491] | | | | | | [removed: 2,872] [added: 1,532] | | | | | | [removed: 1,070] [added: 2,872] | | |

We reported net sales of [removed: $151.2] [added: $157.4] billion in fiscal [removed: 2021.][added: 2022.]

Net earnings were [removed: $16.4] [added: $17.1] billion, or [removed: $15.53] [added: $16.69] per diluted share.

[removed: We] [added: During fiscal 2022, we] opened [removed: five] [added: two] new stores in the U.S. and [removed: two] [added: four] new stores in [removed: Mexico during fiscal 2021,] [added: Mexico, and we lost one store in the U.S. due to a fire,] resulting in a total store count of [removed: 2,317] [added: 2,322] at January [removed: 30, 2022, which includes 14 stores in the U.S. from a small acquisition completed during the second quarter of fiscal 2021.][added: 29, 2023.]

At the end of fiscal [removed: 2021,] [added: 2022,] a total of [removed: 311] [added: 315] of our stores, or [removed: 13.4%,] [added: 13.6% of our total store count,] were located in Canada and Mexico.

Total sales per retail square foot were [removed: $604.74] [added: $627.17] in fiscal [removed: 2021.][added: 2022.]

Our inventory turnover ratio was [removed: 5.2] [added: 4.2] times at the end of fiscal [removed: 2021,] [added: 2022,] compared to [removed: 5.8] [added: 5.2] times at the end of fiscal [removed: 2020.][added: 2021.]

We generated [removed: $16.6] [added: $14.6] billion of cash flow from [removed: operations,] [added: operations and] issued [removed: $3.0] [added: $6.9] billion of long-term debt, net of discounts, [removed: and received $1.0 billion of net proceeds from short-term debt] during fiscal [removed: 2021.][added: 2022.]

This cash flow, together with cash on hand, was used to fund cash payments of [removed: $14.8] [added: $7.8] billion for [removed: share repurchases, pay $7.0 billion of dividends, fund $2.6 billion in capital expenditures,] [added: dividends] and [removed: repay an aggregate of $1.5] [added: $6.7] billion [removed: of long-term debt.][added: for share repurchases.]

In February [removed: 2022,] [added: 2023,] we announced a [removed: 15%] [added: 10%] increase in our quarterly cash dividend [removed: to] [added: from] $1.90 [added: to $2.09] per share.

Our ROIC was [removed: 44.7%] [added: 44.6%] for fiscal [removed: 2021] [added: 2022] and [removed: 40.8%] [added: 44.7%] for fiscal [removed: 2020.][added: 2021.]

See the [removed: “[Non-GAAP] [added: [Non-GAAP] Financial [removed: Measures](#i767754147c274b8fbbfeb5ffedb7558f_61)”] [added: Measures](#i34ff7b01e284464c95e860d997837e7d_61)] section below for our definition and calculation of ROIC, as well as a reconciliation of NOPAT, a non-GAAP financial measure, to net earnings (the most comparable GAAP financial measure).

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: TABLE OF CONTENTS]

The [removed: tables and] [added: following] discussion [removed: below] [added: provides an analysis of the Company’s financial condition and results of operations from management's perspective and] should be read in conjunction with [removed: our] [added: the] consolidated financial statements and related notes included in this report.

| [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | |

| Net sales | | | $ | [removed: 151,157] [added: 157,403] | | | | | | | | | | | $ | [removed: 132,110] [added: 151,157] | | | | | | | | | | | $ | [removed: 110,225] [added: 132,110] | | | | | | | |

| Gross profit | | | [removed: 50,832] [added: 52,778] | | | | | | [removed: 33.6] [added: 33.5] | | % | | | | [removed: 44,853] [added: 50,832] | | | | | | [removed: 34.0] [added: 33.6] | | % | | | | [removed: 37,572] [added: 44,853] | | | | | | [removed: 34.1] [added: 34.0] | | % |

| Selling, general and administrative | | | [removed: 25,406] [added: 26,284] | | | | | | [removed: 16.8] [added: 16.7] | | | | | | [removed: 24,447] [added: 25,406] | | | | | | [removed: 18.5] [added: 16.8] | | | | | | [removed: 19,740] [added: 24,447] | | | | | | [removed: 17.9] [added: 18.5] | | |

| Depreciation and amortization | | | [removed: 2,386] [added: 2,455] | | | | | | 1.6 | | | | | | [removed: 2,128] [added: 2,386] | | | | | | 1.6 | | | | | | [removed: 1,989] [added: 2,128] | | | | | | [removed: 1.8] [added: 1.6] | | |

| Total operating expenses | | | [removed: 27,792] [added: 28,739] | | | | | | [removed: 18.4] [added: 18.3] | | | | | | [removed: 26,575] [added: 27,792] | | | | | | [removed: 20.1] [added: 18.4] | | | | | | [removed: 21,729] [added: 26,575] | | | | | | [removed: 19.7] [added: 20.1] | | |

| Operating income | | | [removed: 23,040] [added: 24,039] | | | | | | [removed: 15.2] [added: 15.3] | | | | | | [removed: 18,278] [added: 23,040] | | | | | | [removed: 13.8] [added: 15.2] | | | | | | [removed: 15,843] [added: 18,278] | | | | | | [removed: 14.4] [added: 13.8] | | |

| Interest [removed: and investment] income [added: and other, net] | | | [removed: (44)] [added: (55)] | | | | | | — | | | | | | [removed: (47)] [added: (44)] | | | | | | — | | | | | | [removed: (73)] [added: (47)] | | | | | | [removed: (0.1)] [added: —] | | |

| Interest expense | | | [removed: 1,347] [added: 1,617] | | | | | | [removed: 0.9] [added: 1.0] | | | | | | 1,347 | | | | | | [removed: 1.0] [added: 0.9] | | | | | | [removed: 1,201] [added: 1,347] | | | | | | [removed: 1.1] [added: 1.0] | | |

| Interest and other, net | | | [removed: 1,303] [added: 1,562] | | | | | | [removed: 0.9] [added: 1.0] | | | | | | [removed: 1,300] [added: 1,303] | | | | | | [removed: 1.0] [added: 0.9] | | | | | | [removed: 1,128] [added: 1,300] | | | | | | 1.0 | | |

| Earnings before provision for income taxes | | | [removed: 21,737] [added: 22,477] | | | | | | [removed: 14.4] [added: 14.3] | | | | | | [removed: 16,978] [added: 21,737] | | | | | | [removed: 12.9] [added: 14.4] | | | | | | [removed: 14,715] [added: 16,978] | | | | | | [removed: 13.3] [added: 12.9] | | |

| Provision for income taxes | | | [removed: 5,304] [added: 5,372] | | | | | | [removed: 3.5] [added: 3.4] | | | | | | [removed: 4,112] [added: 5,304] | | | | | | [removed: 3.1] [added: 3.5] | | | | | | [removed: 3,473] [added: 4,112] | | | | | | [removed: 3.2] [added: 3.1] | | |

| Net earnings | | | $ | [removed: 16,433] [added: 17,105] | | | | | 10.9 | | % | | | | $ | [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: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | |

The discussion in this Form 10-K generally focuses on fiscal 2022 compared to fiscal 2021.

A discussion of our results of operations and changes in financial condition for fiscal 2021 compared to fiscal 2020 has been excluded from this report, but can be found in [Part II, Item 7.

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| Fiscal 2022 Form 10-K | | | 25 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

The decrease in our inventory turnover ratio was driven by an increase in average inventory levels during fiscal 2022 resulting from strategic investments to promote higher in-stock levels and pull forward merchandise in response to ongoing global supply chain disruption, as well as continued investment in our new supply chain facilities and carryover of some spring seasonal inventory.

In addition, we repaid $2.5 billion of long-term debt and $1.0 billion of net short-term debt and funded $3.1 billion in capital expenditures during fiscal 2022.

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| Fiscal 2022 Form 10-K | | | 26 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

Sales

A stronger U.S. dollar negatively impacted net sales by $339 million in fiscal 2022.

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| Fiscal 2022 Form 10-K | | | 27 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

The increase in online sales in fiscal 2022 was a result of customers continuing to leverage our digital platforms and reflects our ongoing investments to enhance these platforms and related fulfillment capabilities, which support our interconnected retail strategy.

The decrease in comparable customer transactions reflects the impact of macroeconomic factors during fiscal 2022, including indications of price sensitivity to the broader inflationary environment and a gradual shift in consumer spending from goods back to services, resulting in transactions trending towards fiscal 2019, pre-COVID-19 pandemic levels.

For fiscal 2022, 10 of our 14 merchandising departments posted positive comparable sales, led by Building Materials, Plumbing, Millwork, Paint, Hardware, and Kitchen and Bath, which posted comparable sales above the Company average.

Our Indoor Garden, Outdoor Garden, Appliances, and Flooring departments posted negative comparable sales.

Gross Profit

Gross profit increased $1.9 billion, or 3.8%, to $52.8 billion in fiscal 2022.

Operating Expenses

Selling, General & Administrative. SG&A increased $878 million, or 3.5%, to $26.3 billion in fiscal 2022.

As a percent of net sales, SG&A was 16.7% in fiscal 2022 compared to 16.8% in fiscal 2021, primarily reflecting leverage from a positive comparable sales environment and lower incentive compensation, partially offset by wage investments for hourly associates and increased operational costs, including planned investments designed to drive efficiencies in our stores.

Interest and Other, net

Interest and other, net increased $259 million, or 19.9%, to $1.6 billion in fiscal 2022.

Provision for Income Taxes

The decrease in our effective income tax rate in fiscal 2022 was driven by certain discrete tax benefits recognized in fiscal 2022.

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| Fiscal 2022 Form 10-K | | | 28 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

Diluted Earnings per Share

Return on Invested Capital

Our MD&A includes the following sections:

| Repurchases of common stock | | | 14,809 | | | | | | 791 | | | | | | 6,965 | | |

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.

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Net Sales.

In fiscal 2021, we saw 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 continued to focus on home improvement projects and repairs.

A weaker U.S. dollar positively impacted sales growth by $760 million in fiscal 2021.

The increase in online sales in fiscal 2021 was driven by customers continuing to leverage our digital platforms for their shopping needs.

Comparable Sales.

The increase in comparable sales reflected a number of factors, including strong home improvement demand and benefits from our strategic efforts to drive an enhanced interconnected experience in both the physical and digital worlds, as well as inflation.

During fiscal 2021, all of our merchandising departments posted positive comparable sales and 10 of our 14 merchandising departments posted double-digit positive comparable sales led by Kitchen and Bath and Lumber when compared to fiscal 2020.

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

Gross Profit. Gross profit increased $6.0 billion, or 13.3%, to $50.8 billion in fiscal 2021.

Selling, General & Administrative.

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

As a percent of net sales, SG&A was 16.8% for fiscal 2021 compared to 18.5% for fiscal 2020.

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.

Depreciation and Amortization.

Interest and Other, net. Interest and other, net, was $1.3 billion for both fiscal 2021 and fiscal 2020.

Fiscal 2020 Compared to Fiscal 2019

For a comparison of our results of operations for fiscal 2020 to fiscal 2019, see “[Part II, Item 7.

*(2)The beginning balance of equity for fiscal 2019 was adjusted to reflect an immaterial opening balance sheet adjustment due to the adoption of Accounting Standards Codification Topic 842, Leases, in fiscal 2019.*

See below for additional details regarding these material cash requirements.

The amount and continuation of our share repurchases will be influenced by the evolving economic environment and business conditions.

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

In December 2021, we completed the renewal of our 364-day $1.0 billion credit facility, extending the maturity from December 2021 to December 2022.

Working capital was impacted by higher merchandise inventories resulting from our efforts to continue to meet the demand environment and from higher product and transportation costs, along with timing of vendor payments.

Investing Activities. Cash used in investing activities decreased by $7.2 billion in fiscal 2021 compared to fiscal 2020, primarily due to $7.8 billion of net consideration paid to acquire HD Supply in fiscal 2020, partially offset by increased capital expenditures.

Due to changes in operating conditions during fiscal 2020 as a result of the COVID-19 pandemic, we used 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 fiscal 2020.

We believe the sample of stores that were selected for inventory counts in fiscal 2020 provided a reasonable basis for estimating shrink where a physical inventory count was not performed in fiscal 2020.

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.

Impairment of Long-Lived Assets

We evaluate our long-lived assets each quarter for indicators of potential impairment.

Indicators of impairment include current period losses combined with a history of losses, our decision to relocate or close a store or other location before the end of its previously estimated useful life, or when changes in other circumstances indicate the carrying amount of an asset may not be recoverable.

The evaluation for long-lived assets is performed at the lowest level of identifiable cash flows, which is generally the individual store level.

The assets of a store with indicators of impairment are evaluated for recoverability by comparing their undiscounted future cash flows with their carrying value.

Our cash flow projections look several years into the future and include assumptions of variables such as future sales and operating margin growth rates, economic conditions, market competition, and inflation.

If the carrying value is greater than the undiscounted future cash flows, we then measure the asset’s fair value to determine whether an impairment loss should be recognized.

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

We use interest rate swap agreements to manage our [removed: fixed/floating rate] [added: fixed/floating-rate] debt portfolio, none of which are for trading or speculative purposes.

At January [removed: 30, 2022,] [added: 29, 2023,] after giving consideration to our interest rate swap agreements, [removed: floating rate] [added: floating-rate] debt principal was [removed: $5.7] [added: $5.4] billion, or approximately [removed: 16%] [added: 13%] of our senior notes [removed: portfolio, and the fair values of our interest rate swap agreements totaled $191 million.][added: portfolio.]

Based on our January [removed: 30, 2022 floating rate] [added: 29, 2023 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 [removed: $57] [added: $54] million.

While the discontinuance of LIBOR tenors that are scheduled to occur in 2023 will impact [removed: certain of] our [removed: 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.

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

We use derivative [removed: and nonderivative] instruments to hedge a portion of our foreign currency exchange rate risk, none of which are for trading or speculative purposes.

Our foreign currency related hedging arrangements outstanding at the end of fiscal [removed: 2021] [added: 2022] were not material.

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

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

INTEREST RATE RISK

Our interest rate swap agreements were in an aggregate liability position of $778 million at January 29, 2023.

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| Fiscal 2022 Form 10-K | | | 32 | | |  | | |

FOREIGN CURRENCY EXCHANGE RATE RISK

COMMODITY PRICE RISK

The Home Depot, Inc. is the world’s largest home improvement retailer based on net sales for fiscal [removed: 2021.][added: 2022.]

We offer our customers a wide assortment of building materials, home improvement products, lawn and garden products, décor products, and facilities maintenance, repair and operations [removed: products and provide a number of services, including home improvement installation services and tool and equipment rental.][added: products.]

As of the end of fiscal [removed: 2021,] [added: 2022,] we operated [removed: 2,317] [added: 2,322] 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.

Our Store Support Center (corporate [removed: office)] [added: headquarters)] is located at 2455 Paces Ferry Road, Atlanta, Georgia 30339.

In fiscal [removed: 2021, this trend] [added: 2022, we] continued [removed: due] to [added: operate with agility to meet] the challenges created by [removed: the ongoing COVID-19 pandemic and the broader] [added: a fluid] domestic and global business environment, including supply chain disruptions, tight labor market conditions, and [added: ongoing] inflationary pressures.

Our ability to operate successfully and meet the needs of our customers was due in significant part to our [removed: 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.

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

- [removed: Second,] [added: Third,] after [removed: meeting the needs of the business,] [added: reinvesting in our business and paying our dividend,] we [removed: look] [added: intend] to return excess cash to our shareholders through [removed: dividends and] share repurchases.

In fiscal [removed: 2021,] [added: 2022,] we invested [removed: $2.6] [added: $3.1] billion in capital expenditures to support [added: our business, advance our goals, and continue to build] an interconnected customer experience.

The combination of reinvesting in the business to drive higher sales and [removed: driving] [added: supporting] productivity to lower costs creates what we refer to as a virtuous cycle, which has allowed us to improve the customer experience, increase our competitiveness in the market, and deliver shareholder value.

In fiscal [removed: 2021,] [added: 2022,] we returned [removed: approximately $22] [added: over $14] billion to shareholders in the form of [added: cash] dividends and share repurchases.

[removed: Our capital allocation is discussed further in Item 7, “[Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i767754147c274b8fbbfeb5ffedb7558f_46)”][added: Operations.](#i34ff7b01e284464c95e860d997837e7d_46)]

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

[removed: DIY Customers.] These customers are typically homeowners who purchase products and complete their own projects and installations.

[removed: Professional Customers (or “Pros”).] These customers are primarily professional renovators/remodelers, general contractors, maintenance professionals, handymen, property managers, building service contractors and specialty [removed: tradesmen,] [added: tradespeople,] such as electricians, plumbers and painters.

These customers build, renovate, remodel, [removed: repair] [added: repair,] and maintain residential properties, multifamily properties, hospitality [removed: properties] [added: properties,] and commercial facilities, including education, healthcare, government, institutional, and office buildings.

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

[removed: In the fourth quarter of fiscal 2020, we] [added: We] extended our reach in the MRO marketplace with our [added: fiscal 2020] acquisition of HD Supply, a leading national distributor [added: and provider] of MRO products [added: and related value-added services] to multifamily, hospitality, healthcare, and government housing facilities, among [removed: others.][added: others, and in fiscal 2021 we integrated our legacy Interline Brands business into HD Supply.]

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

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

[removed: DIFM Customers.] Intersecting our DIY customers and our Pros are our DIFM customers.

Currently, we offer installation services in a variety of categories, such as flooring, [removed: cabinets and] [added: water heaters, bath, garage doors, cabinets,] cabinet makeovers, countertops, [added: sheds,] furnaces and central air systems, and windows.

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

In fiscal [removed: 2021,] [added: 2022,] we continued to invest in merchandising resets in our stores to refine assortments, optimize space productivity, introduce innovative new products to our [removed: Pros and consumers,] [added: customers,] and improve visual merchandising to drive a better shopping experience.

To help our merchandising organization keep pace with changing customer expectations and increasing desire for innovation, [removed: localization] [added: localization,] and personalization, we are continuing to invest in tools to better leverage our data and drive a deeper level of collaboration with [added: our] supplier partners.

[removed: 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’ shopping intent and location; (2) provide the best value in the market; and (3) optimize our product assortments.

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

To improve the customer experience and continue to grow this differentiated service offering, we are continuing to invest in more [removed: locations,] [added: locations (including piloting rental locations in Mexico),] more tools, and better technology.

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

During fiscal [removed: 2021,] [added: 2022,] in addition to our U.S. sourcing operations, we maintained sourcing offices in Mexico, Canada, China, India, Vietnam and Europe.

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

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 [removed: our] [added: non-Canada and non-U.S.] suppliers of private branded and direct import products.

Our [removed: 2021] [added: 2022] Responsible Sourcing Report, available on our website at [removed: https://corporate.homedepot.com/responsibility/sourcing-responsibility,] [added: https://corporate.homedepot.com under “Responsibility > Sourcing Responsibly,”] provides more information about this program.

[removed: Intellectual Property.] Our business has one of the most recognized brands in North America.

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

As a result, we face competition for [added: customers for] our products and services from a variety of retailers, suppliers, [added: service providers, and] distributors and manufacturers that sell products directly to their respective customer [removed: bases, and service providers, ranging from traditional brick-and-mortar, to multichannel, to exclusively online.][added: bases.]

These competitors [added: range from traditional brick-and-mortar, to multichannel, to exclusively online, and they] include a number of other home improvement retailers; electrical, plumbing and building materials supply houses; and lumber yards.

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, [removed: mail order firms,] [added: specialty and mass digital retailers,] warehouse clubs, independent building supply stores, MRO distributors, home décor retailers, and other retailers, as well as with [removed: providers of home improvement services and tool and equipment rental.]

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

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

We also provide a number of services, including home improvement installation services and tool and equipment rental.

- Second, after meeting the needs of the business, we look to pay a quarterly dividend, which we intend to increase as we grow earnings.

Our capital allocation is discussed further in [Part II, Item 7.

| Fiscal 2022 Form 10-K | | | 1 | | |  | | |

DIY Customers

Professional Customers (or “Pros”)

Building on our historical strength as a destination for urgent purchase needs, we are investing in capabilities that will help us better serve our Pros’ planned purchase needs (in-store or via our dedicated sales team), including our expanded supply chain capabilities and advance ordering through our interconnected digital platforms.

We believe that focusing on meeting the Pros’ planned purchase needs, particularly for larger renovator/remodeler Pros, will help us drive growth and deliver value to our shareholders.

DIFM Customers

As a result, we have continued to focus on enhanced

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| Fiscal 2022 Form 10-K | | | 2 | | |  | | |

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Our merchandising team leverages technology and works closely with our inventory and supply chain teams, as well as our supplier partners, to manage our assortments, drive innovation, and adjust inventory levels to respond to fluctuations in demand, which helped us navigate the challenges of continuing global supply chain disruption in fiscal 2022.

Sourcing and Quality Assurance

Intellectual Property

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| Fiscal 2022 Form 10-K | | | 3 | | |  | | |

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providers of home improvement services and tool and equipment rental.

Our Pros also look for a dedicated sales team, competitive credit and pricing options, project planning tools, and product depth and job lot quantities, particularly for their planned purchase needs.

Digital Experience

Store Experience

To this end, we have 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

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| Fiscal 2022 Form 10-K | | | 4 | | |  | | |

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For several years, our associates have used web-enabled handheld devices to help them more efficiently meet the needs of the business and serve customers.

In fiscal 2022, we began rolling out the next generation of digital phones to our stores, which we call “hdPhones,” so that each associate will have a digital device during their shift.

The new devices offer enhanced functionality to allow associates to readily query inventory, access applications that support customer service, and drive on-shelf availability of product.

Our supply chain investments have helped us to operate effectively and meet our customers’ needs throughout the challenging environment over the past few years.

In fiscal 2022, we realized our goal to control more of our appliance delivery end-to-end and began managing all of our appliance delivery volume through our market delivery operations.

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| Fiscal 2022 Form 10-K | | | 5 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

We view environmental, social and governance matters through the lens of our business, with an understanding that if we support our associates, our customers, our supplier partners, and the communities we serve, we also support our business and create long-term value for our shareholders.

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.

We intend to increase our dividend as we grow earnings.

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.

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

For several years, our associates have used 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.

Investing in Associate Productivity.

Investing in Safety.

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

We also continued to undertake a number of additional measures for the safety of our associates and customers in response to the COVID-19 pandemic.

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.

We believe this approach creates value for all of our stakeholders, including our customers, associates, supplier partners, and the communities we serve, in turn creating long-term value for our shareholders.

Culture and Values.

importance on our customers and our associates by positioning them at the top, with senior management at the base in a support role.

Our Workforce.

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

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

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

Talent Attraction and Development.

Associate Engagement.

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

Through the years, the results from our surveys have consistently indicated that, on average, four out of five associates are emotionally committed and engaged.

Diversity, Equity and Inclusion.

We are committed to our core values, and we strive to foster a diverse, equitable and inclusive environment where our associates are valued and respected.

Fiscal 2021 Diversity & Inclusion Data

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

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

- Associates

- Suppliers

Compensation and Benefits.

In the third quarter of fiscal 2020, we began to transition from these temporary COVID-19 benefits to permanent compensation enhancements for our frontline, hourly associates.

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

Our Environmental Goals.

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

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

- *Product Offerings.* Through our Eco Options® program introduced in 2007, we have helped our customers more easily identify products that meet specifications for energy efficiency, water conservation, healthy home, clean air, and sustainable forestry.

Beginning in 2019, we added circular economy, which targets the reduction of waste through recycling and reuse.

In December 2021, we received a score of “A-” from CDP, reflecting leadership and a high level of action on climate change mitigation, adaptation and transparency.

In fiscal 2021, we announced a new goal to adopt new Science Based Targets Initiative (SBTi) goals to reduce Scope 1, 2 and 3 emissions in line with Paris Agreement goals by the end of fiscal 2023.

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | 23 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

For the fiscal year ended January [removed: 30, 2022][added: 29, 2023]

[removed: ][added: ]

The aggregate market value of voting common stock held by non-affiliates of the registrant on July [removed: 30, 2021] [added: 29, 2022] was [removed: $346.5] [added: $308.0] billion.

The number of shares outstanding of the registrant’s common stock as of March [removed: 4, 2022] [added: 1, 2023] was [removed: 1,033,349,933] [added: 1,014,955,506] shares.

Portions of the registrant’s proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K to the extent described herein.

| [Commonly Used or Defined [removed: Terms](#i767754147c274b8fbbfeb5ffedb7558f_10)] [added: Terms](#i34ff7b01e284464c95e860d997837e7d_10)] | | | | | | [removed: [ii](#i767754147c274b8fbbfeb5ffedb7558f_10)] [added: [ii](#i34ff7b01e284464c95e860d997837e7d_10)] | | |

| Item 1. | | | [removed: [Business](#i767754147c274b8fbbfeb5ffedb7558f_19).] [added: [Business](#i34ff7b01e284464c95e860d997837e7d_19).] | | | [removed: [1](#i767754147c274b8fbbfeb5ffedb7558f_19)] [added: [1](#i34ff7b01e284464c95e860d997837e7d_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i767754147c274b8fbbfeb5ffedb7558f_22).] [added: Factors](#i34ff7b01e284464c95e860d997837e7d_22).] | | | [removed: [9](#i767754147c274b8fbbfeb5ffedb7558f_22)] [added: [10](#i34ff7b01e284464c95e860d997837e7d_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i767754147c274b8fbbfeb5ffedb7558f_25).] [added: Comments](#i34ff7b01e284464c95e860d997837e7d_25).] | | | [removed: [21](#i767754147c274b8fbbfeb5ffedb7558f_25)] [added: [22](#i34ff7b01e284464c95e860d997837e7d_25)] | | |

| Item 2. | | | [removed: [Properties](#i767754147c274b8fbbfeb5ffedb7558f_28).] [added: [Properties](#i34ff7b01e284464c95e860d997837e7d_28).] | | | [removed: [22](#i767754147c274b8fbbfeb5ffedb7558f_28)] [added: [22](#i34ff7b01e284464c95e860d997837e7d_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i767754147c274b8fbbfeb5ffedb7558f_31).] [added: Proceedings](#i34ff7b01e284464c95e860d997837e7d_31).] | | | [removed: [23](#i767754147c274b8fbbfeb5ffedb7558f_31)] [added: [23](#i34ff7b01e284464c95e860d997837e7d_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i767754147c274b8fbbfeb5ffedb7558f_34).] [added: Disclosures](#i34ff7b01e284464c95e860d997837e7d_34).] | | | [removed: [23](#i767754147c274b8fbbfeb5ffedb7558f_34)] [added: [24](#i34ff7b01e284464c95e860d997837e7d_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i767754147c274b8fbbfeb5ffedb7558f_40).] [added: Securities](#i34ff7b01e284464c95e860d997837e7d_40).] | | | [removed: [24](#i767754147c274b8fbbfeb5ffedb7558f_40)] [added: [24](#i34ff7b01e284464c95e860d997837e7d_40)] | | |

| Item 6. | | | [removed: [Reserved](#i767754147c274b8fbbfeb5ffedb7558f_43).] [added: [Reserved](#i34ff7b01e284464c95e860d997837e7d_43).] | | | [removed: [25](#i767754147c274b8fbbfeb5ffedb7558f_43)] [added: [25](#i34ff7b01e284464c95e860d997837e7d_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i767754147c274b8fbbfeb5ffedb7558f_46).] [added: Operations](#i34ff7b01e284464c95e860d997837e7d_46).] | | | [removed: [26](#i767754147c274b8fbbfeb5ffedb7558f_46)] [added: [25](#i34ff7b01e284464c95e860d997837e7d_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i767754147c274b8fbbfeb5ffedb7558f_70).] [added: Risk](#i34ff7b01e284464c95e860d997837e7d_70).] | | | [removed: [33](#i767754147c274b8fbbfeb5ffedb7558f_70)] [added: [32](#i34ff7b01e284464c95e860d997837e7d_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i767754147c274b8fbbfeb5ffedb7558f_73).] [added: Data](#i34ff7b01e284464c95e860d997837e7d_73).] | | | [removed: [34](#i767754147c274b8fbbfeb5ffedb7558f_73)] [added: [33](#i34ff7b01e284464c95e860d997837e7d_73)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i767754147c274b8fbbfeb5ffedb7558f_157).] [added: Disclosure](#i34ff7b01e284464c95e860d997837e7d_133).] | | | [removed: [66](#i767754147c274b8fbbfeb5ffedb7558f_157)] [added: [62](#i34ff7b01e284464c95e860d997837e7d_133)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i767754147c274b8fbbfeb5ffedb7558f_160).] [added: Procedures](#i34ff7b01e284464c95e860d997837e7d_136).] | | | [removed: [66](#i767754147c274b8fbbfeb5ffedb7558f_160)] [added: [63](#i34ff7b01e284464c95e860d997837e7d_136)] | | |

| Item 9B. | | | [Other [removed: Information](#i767754147c274b8fbbfeb5ffedb7558f_166).] [added: Information](#i34ff7b01e284464c95e860d997837e7d_142).] | | | [removed: [68](#i767754147c274b8fbbfeb5ffedb7558f_166)] [added: [65](#i34ff7b01e284464c95e860d997837e7d_142)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i767754147c274b8fbbfeb5ffedb7558f_1868).] [added: Inspections](#i34ff7b01e284464c95e860d997837e7d_145).] | | | [removed: [68](#i767754147c274b8fbbfeb5ffedb7558f_1868)] [added: [65](#i34ff7b01e284464c95e860d997837e7d_145)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i767754147c274b8fbbfeb5ffedb7558f_172).] [added: Governance](#i34ff7b01e284464c95e860d997837e7d_151).] | | | [removed: [68](#i767754147c274b8fbbfeb5ffedb7558f_172)] [added: [65](#i34ff7b01e284464c95e860d997837e7d_151)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i767754147c274b8fbbfeb5ffedb7558f_175).] [added: Compensation](#i34ff7b01e284464c95e860d997837e7d_154).] | | | [removed: [69](#i767754147c274b8fbbfeb5ffedb7558f_175)] [added: [66](#i34ff7b01e284464c95e860d997837e7d_154)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i767754147c274b8fbbfeb5ffedb7558f_178).] [added: Matters](#i34ff7b01e284464c95e860d997837e7d_157).] | | | [removed: [69](#i767754147c274b8fbbfeb5ffedb7558f_178)] [added: [66](#i34ff7b01e284464c95e860d997837e7d_157)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i767754147c274b8fbbfeb5ffedb7558f_181).] [added: Independence](#i34ff7b01e284464c95e860d997837e7d_160).] | | | [removed: [69](#i767754147c274b8fbbfeb5ffedb7558f_181)] [added: [66](#i34ff7b01e284464c95e860d997837e7d_160)] | | |

| Item 14. | | | [Principal [removed: Account](#i767754147c274b8fbbfeb5ffedb7558f_184)[ant](#i767754147c274b8fbbfeb5ffedb7558f_184) [Fees] [added: Accountant Fees] and [removed: Services](#i767754147c274b8fbbfeb5ffedb7558f_184).] [added: Services](#i34ff7b01e284464c95e860d997837e7d_163).] | | | [removed: [69](#i767754147c274b8fbbfeb5ffedb7558f_184)] [added: [66](#i34ff7b01e284464c95e860d997837e7d_163)] | | |

| Item 15. | | | [removed: [Exhibit](#i767754147c274b8fbbfeb5ffedb7558f_190) [and](#i767754147c274b8fbbfeb5ffedb7558f_190) [](#i767754147c274b8fbbfeb5ffedb7558f_190)[Financial] [added: [Exhibit and Financial] Statement [removed: Schedules](#i767754147c274b8fbbfeb5ffedb7558f_190).] [added: Schedules](#i34ff7b01e284464c95e860d997837e7d_169).] | | | [removed: [69](#i767754147c274b8fbbfeb5ffedb7558f_190)] [added: [67](#i34ff7b01e284464c95e860d997837e7d_169)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i767754147c274b8fbbfeb5ffedb7558f_193).] [added: Summary](#i34ff7b01e284464c95e860d997837e7d_172).] | | | [removed: [74](#i767754147c274b8fbbfeb5ffedb7558f_193)] [added: [71](#i34ff7b01e284464c95e860d997837e7d_172)] | | |

| Comparable sales | | | | | | As defined in the [Results of [removed: Operations](#i767754147c274b8fbbfeb5ffedb7558f_52)] [added: Operations](#i34ff7b01e284464c95e860d997837e7d_52)] section of MD&A | | |

| fiscal [removed: 2019] [added: 2022] | | | | | | Fiscal year ended [removed: February 2, 2020] [added: January 29, 2023] (includes 52 weeks) | | |

| Restoration [removed: Plan] [added: Plans] | | | | | | Home Depot FutureBuilder Restoration Plan [added: and HD Supply Restoration Plan] | | |

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

Forward-looking statements may relate to, among other things, the [removed: 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; the effects of competition; our brand and reputation; implementation of store, interconnected retail, supply chain and technology initiatives; inventory and in-stock positions; the state of the economy; the state of the housing and home improvement markets; the state of the credit markets, including mortgages, home equity loans, and consumer credit; [added: the] impact of tariffs; issues related to the payment methods we accept; demand for credit offerings; management of relationships with our associates, potential associates, suppliers and service providers; cost and availability of labor; costs of fuel and other energy sources; international trade disputes, natural disasters, climate change, public health issues (including [removed: pandemics] [added: the continuing impacts of the COVID-19 pandemic] and [removed: quarantines,] [added: the] related [removed: shut-downs and other governmental orders, and similar restrictions, as well as subsequent re-openings),] [added: recovery),] cybersecurity events, military conflicts or acts of war, [added: supply chain disruptions,] and other business interruptions that could [added: compromise data privacy or] disrupt 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, [removed: the Company’s] [added: our] products or services; our ability to [added: address expectations regarding ESG matters and] 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; [removed: stock-based compensation expense;] [added: changes in interest rates; changes in foreign currency exchange rates;] commodity or other price inflation and deflation; 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 [added: challenges of international operations; the adequacy of insurance coverage; the] effect of accounting charges; the effect of adopting certain accounting standards; the impact of [added: legal and] regulatory changes, including changes to tax laws and regulations; store openings and closures; financial outlook; and the impact of acquired [removed: companies, including HD Supply,] [added: companies] on our organization and the ability to recognize the anticipated benefits of [removed: those] [added: any] acquisitions.

[removed: These risks and uncertainties include, but are not limited to, those described in [Par](#i767754147c274b8fbbfeb5ffedb7558f_22)[t I,](#i767754147c274b8fbbfeb5ffedb7558f_22) [Item 1A, “Risk Factors,”](#i767754147c274b8fbbfeb5ffedb7558f_22)] [added: Risk Factors](#i34ff7b01e284464c95e860d997837e7d_22),] and elsewhere in this report and also as may be described from time to time in future reports we file with the SEC.

You should read such information in conjunction with our consolidated financial statements and related notes and [removed: "[Management's Discussion and Analysis of Financial Condition and Results of Operations](#i767754147c274b8fbbfeb5ffedb7558f_46)" in this report.][added: [Part II, Item 7.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Forward-Looking Statements](#i34ff7b01e284464c95e860d997837e7d_13) | | | | | | [iii](#i34ff7b01e284464c95e860d997837e7d_13) | | |

| [PART I](#i34ff7b01e284464c95e860d997837e7d_16) | | | | | | | | |

| [PART II](#i34ff7b01e284464c95e860d997837e7d_37) | | | | | | | | |

| [PART III](#i34ff7b01e284464c95e860d997837e7d_148) | | | | | | | | |

| [PART IV](#i34ff7b01e284464c95e860d997837e7d_166) | | | | | | | | |

| [SIGNATURES](#i34ff7b01e284464c95e860d997837e7d_175) | | | | | | [72](#i34ff7b01e284464c95e860d997837e7d_175) | | |

| Fiscal 2022 Form 10-K | | | i | | |  | | |

| | | | | | | | | |

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

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | ii | | |  | | |

FORWARD-LOOKING STATEMENTS

These risks and uncertainties include, but are not limited to, those described in [Part I, Item 1A.

Management's Discussion and Analysis of Financial Condition and Results of Operations](#i34ff7b01e284464c95e860d997837e7d_46) in this report.

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | iii | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

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

| [Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995](#i767754147c274b8fbbfeb5ffedb7558f_13) | | | | | | [iii](#i767754147c274b8fbbfeb5ffedb7558f_13) | | |

| [PART I](#i767754147c274b8fbbfeb5ffedb7558f_16) | | | | | | | | |

| [PART II](#i767754147c274b8fbbfeb5ffedb7558f_37) | | | | | | | | |

| [PART III](#i767754147c274b8fbbfeb5ffedb7558f_169) | | | | | | | | |

| [PART IV](#i767754147c274b8fbbfeb5ffedb7558f_187) | | | | | | | | |

| [SIGNATURES](#i767754147c274b8fbbfeb5ffedb7558f_196) | | | | | | [75](#i767754147c274b8fbbfeb5ffedb7558f_196) | | |

| ASR | | | | | | Accelerated share repurchase | | |

| fiscal 2022 | | | | | | Fiscal year ending January 29, 2023 (includes 52 weeks) | | |

| HD Supply | | | | | | HD Supply Holdings, Inc. | | |

ii

CAUTIONARY STATEMENT PURSUANT TO THE

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

iii

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

The following table presents the percentage of our owned versus leased facilities in operation at the end of fiscal [removed: 2021,] [added: 2022,] along with the total square footage:

| Warehouses and distribution centers [added: (2)] | | | [removed: 5] [added: 4] | | % | | | | [removed: 95] [added: 96] | | % | | | | [removed: 88.5] [added: 103.1] | | |

| Offices and other [added: (3)] | | | 21 | | % | | | | 79 | | % | | | | [removed: 5.3] [added: 5.2] | | |

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 [removed: 2021:][added: 2022:]

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

| [removed: Colorado] [added: Illinois] | | | [removed: 46] [added: 76] | | | | | | New Mexico | | | 13 | | | [added: | | | Washington | | | 46 | | |]

| [removed: Connecticut] [added: Indiana] | | | [removed: 30] [added: 24] | | | | | | New York | | | 101 | | | [added: | | | West Virginia | | | 6 | | |]

| [removed: Delaware] [added: Iowa] | | | [removed: 9] [added: 10] | | | | | | North Carolina | | | 40 | | | [added: | | | Wisconsin | | | 27 | | |]

| [removed: Illinois] [added: Colorado] | | | [removed: 76] [added: 46] | | | | | | [added: Michigan | | | 70 | | | | | |] Rhode Island | | | 8 | | |

| [removed: Indiana] [added: Connecticut] | | | [removed: 24] [added: 30] | | | | | | [added: Minnesota | | | 33 | | | | | |] South Carolina | | | 26 | | |

| [removed: Iowa] [added: Delaware] | | | [removed: 10] [added: 9] | | | | | | [added: Mississippi | | | 14 | | | | | |] South Dakota | | | 1 | | |

| | | | | | | | | | [added: | | | | | | | | |] Total U.S. | | | [removed: 2,006] [added: 2,007] | | |

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

The following table presents our store locations outside of the U.S. at the end of fiscal [removed: 2021:][added: 2022:]

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

| Alberta | | | 27 | | | | | | Aguascalientes | | | 2 | | | [added: | | | Nayarit | | | 1 | | |]

| British Columbia | | | 26 | | | | | | Baja California | | | 6 | | | [added: | | | Nuevo León | | | 13 | | |]

| Manitoba | | | 6 | | | | | | Baja California Sur | | | 2 | | | [added: | | | Oaxaca | | | 1 | | |]

| New Brunswick | | | 3 | | | | | | Campeche | | | 2 | | | [added: | | | Puebla | | | 5 | | |]

| Newfoundland | | | 1 | | | | | | Chiapas | | | 2 | | | [added: | | | Querétaro | | | 5 | | |]

| Nova Scotia | | | 4 | | | | | | Chihuahua | | | 6 | | | [added: | | | Quintana Roo | | | 3 | | |]

| Ontario | | | 88 | | | | | | Coahuila | | | 5 | | | [added: | | | San Luis Potosí | | | 2 | | |]

| Prince Edward Island | | | 1 | | | | | | Colima | | | 2 | | | [added: | | | Sinaloa | | | 5 | | |]

| Quebec | | | 22 | | | | | | Distrito Federal | | | 10 | | | [added: | | | Sonora | | | 4 | | |]

| Saskatchewan | | | 4 | | | | | | Durango | | | [removed: 1] [added: 2] | | | [added: | | | State of Mexico | | | 16 | | |]

| Total Canada | | | 182 | | | | | | Guanajuato | | | 5 | | | [added: | | | Tabasco | | | 1 | | |]

| | | | | | | | | | Guerrero | | | 2 | | | [added: | | | Tamaulipas | | | 5 | | |]

| | | | | | | | | | Hidalgo | | | 1 | | | [added: | | | Tlaxcala | | | 1 | | |]

| | | | | | | | | | Jalisco | | | [removed: 8] [added: 9] | | | [added: | | | Veracruz | | | 5 | | |]

| | | | | | | | | | Michoacán | | | 4 | | | [added: | | | Yucatán | | | 2 | | |]

| | | | | | | | | | Morelos | | | 3 | | | [added: | | | Zacatecas | | | 1 | | |]

| | | | | | | | | | [added: | | | | | | | | |] Total Mexico | | | [removed: 129] [added: 133] | | |

| Stores (1) | | | 89 | | % | | | | 11 | | % | | | | 240.9 | | |

| Total | | | | | | | | | | | | | | | 349.2 | | |

*(2)We operated over 400 warehouses and distribution centers at the end of fiscal 2022.*

*(3)Our Store Support Center (corporate headquarters) is located in Atlanta, GA.*

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | 22 | | |  | | |

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

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

| Alabama | | | 28 | | | | | | Kentucky | | | 14 | | | | | | Ohio | | | 70 | | |

| Alaska | | | 7 | | | | | | Louisiana | | | 28 | | | | | | Oklahoma | | | 16 | | |

| Arizona | | | 57 | | | | | | Maine | | | 11 | | | | | | Oregon | | | 27 | | |

| Arkansas | | | 14 | | | | | | Maryland | | | 41 | | | | | | Pennsylvania | | | 70 | | |

| California | | | 246 | | | | | | Massachusetts | | | 45 | | | | | | Puerto Rico | | | 10 | | |

| District of Columbia | | | 1 | | | | | | Missouri | | | 34 | | | | | | Tennessee | | | 39 | | |

| Florida | | | 156 | | | | | | Montana | | | 6 | | | | | | Texas | | | 182 | | |

| Georgia | | | 90 | | | | | | Nebraska | | | 8 | | | | | | Utah | | | 22 | | |

| Guam | | | 1 | | | | | | Nevada | | | 21 | | | | | | Vermont | | | 3 | | |

| Hawaii | | | 7 | | | | | | New Hampshire | | | 20 | | | | | | Virgin Islands | | | 2 | | |

| Idaho | | | 11 | | | | | | New Jersey | | | 67 | | | | | | Virginia | | | 50 | | |

| Kansas | | | 16 | | | | | | North Dakota | | | 2 | | | | | | Wyoming | | | 5 | | |

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

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

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

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

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

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

| Alabama | | | 28 | | | | | | Montana | | | 6 | | |

| Alaska | | | 7 | | | | | | Nebraska | | | 8 | | |

| Arizona | | | 56 | | | | | | Nevada | | | 21 | | |

| Arkansas | | | 14 | | | | | | New Hampshire | | | 20 | | |

| California | | | 247 | | | | | | New Jersey | | | 67 | | |

| District of Columbia | | | 1 | | | | | | North Dakota | | | 2 | | |

| Florida | | | 156 | | | | | | Ohio | | | 70 | | |

| Georgia | | | 90 | | | | | | Oklahoma | | | 16 | | |

| Guam | | | 1 | | | | | | Oregon | | | 27 | | |

| Hawaii | | | 7 | | | | | | Pennsylvania | | | 70 | | |

| Idaho | | | 11 | | | | | | Puerto Rico | | | 10 | | |

| Kansas | | | 16 | | | | | | Tennessee | | | 39 | | |

| Kentucky | | | 14 | | | | | | Texas | | | 181 | | |

| Louisiana | | | 28 | | | | | | Utah | | | 22 | | |

| Maine | | | 11 | | | | | | Vermont | | | 3 | | |

| Maryland | | | 41 | | | | | | Virgin Islands | | | 2 | | |

| Massachusetts | | | 45 | | | | | | Virginia | | | 50 | | |

| Michigan | | | 70 | | | | | | Washington | | | 46 | | |

| Minnesota | | | 33 | | | | | | West Virginia | | | 6 | | |

| Mississippi | | | 14 | | | | | | Wisconsin | | | 27 | | |

| Missouri | | | 34 | | | | | | Wyoming | | | 5 | | |

| | | | | | | | | | Nayarit | | | 1 | | |

| | | | | | | | | | Nuevo León | | | 11 | | |

| | | | | | | | | | Oaxaca | | | 1 | | |

| | | | | | | | | | Puebla | | | 5 | | |

| | | | | | | | | | Querétaro | | | 5 | | |

| | | | | | | | | | Quintana Roo | | | 3 | | |

| | | | | | | | | | San Luis Potosí | | | 2 | | |

| | | | | | | | | | Sinaloa | | | 5 | | |

| | | | | | | | | | Sonora | | | 4 | | |

| | | | | | | | | | State of Mexico | | | 16 | | |

| | | | | | | | | | Tabasco | | | 1 | | |

| | | | | | | | | | Tamaulipas | | | 5 | | |

| | | | | | | | | | Tlaxcala | | | 1 | | |

| | | | | | | | | | Veracruz | | | 5 | | |

| | | | | | | | | | Yucatán | | | 2 | | |

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

At March [removed: 4, 2022,] [added: 1, 2023,] there were approximately [removed: 111,000] [added: 110,000] holders of record of our common stock and approximately [removed: 4,485,000] [added: 4,938,000] 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 the fiscal year ended January [removed: 29, 2017] [added: 28, 2018] and assumes that all dividends were reinvested on the date paid.

[removed: ][added: ]

| | | | January [removed: 29, 2017 | | | | | | January] 28, 2018 | | | | | | February 3, 2019 | | | | | | February 2, 2020 | | | | | | January 31, 2021 | | | | | | January 30, 2022 | | | [added: | | | January 29, 2023 | | |]

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

The following table presents the number and average price of shares purchased in each fiscal month of the fourth quarter of fiscal [removed: 2021:][added: 2022:]

*(1)These amounts include repurchases pursuant to our [removed: Amended and Restated 2005] Omnibus Stock Incentive [removed: Plan] [added: Plan, as Amended] and [added: Restated May 19, 2022, and] our 1997 Omnibus Stock Incentive Plan (collectively, the [removed: "Plans").][added: “Plans”).]

[removed: *(2)In May 2021,] [added: *(2)On August 18, 2022,] our Board of Directors approved a [removed: $20.0] [added: $15.0] billion share repurchase authorization that replaced the previous [removed: authorization.][added: authorization of $20.0 billion, which was approved on May 20, 2021.]

During the fourth quarter of fiscal [removed: 2021,] [added: 2022,] we issued [removed: 327] [added: 483] 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 [added: during the fourth quarter of fiscal 2022] 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 [removed: cash during the fourth quarter of fiscal 2021.][added: cash.]

The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in [removed: this plan.][added: these plans.]

During the fourth quarter of fiscal [removed: 2021,] [added: 2022,] we credited [removed: 705] [added: 923] deferred stock units to participant accounts under the Restoration [removed: Plan] [added: Plans] pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans.

| The Home Depot | | | $ | 100.00 | | | | | $ | 90.96 | | | | | $ | 115.58 | | | | | $ | 140.52 | | | | | $ | 194.16 | | | | | $ | 171.96 | |

| S&P Retail Composite Index | | | 100.00 | | | | | | 105.29 | | | | | | 126.99 | | | | | | 179.55 | | | | | | 190.14 | | | | | | 157.46 | | |

| S&P 500 Index | | | 100.00 | | | | | | 96.12 | | | | | | 116.83 | | | | | | 136.97 | | | | | | 165.71 | | | | | | 154.70 | | |

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | 24 | | |  | | |

| October 31, 2022 – November 27, 2022 | | | 1,989,907 | | | | | | $ | 307.36 | | | | | 1,984,980 | | | | | | $ | 13,384,512,799 | |

| November 28, 2022 – December 25, 2022 | | | 2,797,536 | | | | | | 321.81 | | | | | | 2,796,708 | | | | | | 12,484,515,553 | | |

| December 26, 2022 – January 29, 2023 | | | 2,242 | | | | | | 321.75 | | | | | | — | | | | | | 12,484,515,553 | | |

| Total | | | 4,789,685 | | | | | | 315.80 | | | | | | 4,781,688 | | | | | | | | |

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

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

| | | | —●— | | | The Home Depot | | | —u— | | | S&P Retail Composite Index | | | —■— | | | S&P 500 Index | | |

| 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 | | | | | | | | |

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i767754147c274b8fbbfeb5ffedb7558f_76)] [added: Firm](#i34ff7b01e284464c95e860d997837e7d_76)] | | | | | | [removed: [35](#i767754147c274b8fbbfeb5ffedb7558f_76)] [added: [34](#i34ff7b01e284464c95e860d997837e7d_76)] | | |

| [Consolidated Balance [removed: Sheets](#i767754147c274b8fbbfeb5ffedb7558f_79)] [added: Sheets](#i34ff7b01e284464c95e860d997837e7d_79)] | | | | | | [removed: [37](#i767754147c274b8fbbfeb5ffedb7558f_79)] [added: [36](#i34ff7b01e284464c95e860d997837e7d_79)] | | |

| [Consolidated Statements of [removed: Earnings](#i767754147c274b8fbbfeb5ffedb7558f_85)] [added: Earnings](#i34ff7b01e284464c95e860d997837e7d_82)] | | | | | | [removed: [38](#i767754147c274b8fbbfeb5ffedb7558f_85)] [added: [37](#i34ff7b01e284464c95e860d997837e7d_82)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i767754147c274b8fbbfeb5ffedb7558f_88)] [added: Income](#i34ff7b01e284464c95e860d997837e7d_85)] | | | | | | [removed: [39](#i767754147c274b8fbbfeb5ffedb7558f_88)] [added: [38](#i34ff7b01e284464c95e860d997837e7d_85)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i767754147c274b8fbbfeb5ffedb7558f_91)] [added: Equity](#i34ff7b01e284464c95e860d997837e7d_88)] | | | | | | [removed: [40](#i767754147c274b8fbbfeb5ffedb7558f_91)] [added: [39](#i34ff7b01e284464c95e860d997837e7d_88)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i767754147c274b8fbbfeb5ffedb7558f_94)] [added: Flows](#i34ff7b01e284464c95e860d997837e7d_91)] | | | | | | [removed: [41](#i767754147c274b8fbbfeb5ffedb7558f_94)] [added: [40](#i34ff7b01e284464c95e860d997837e7d_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i767754147c274b8fbbfeb5ffedb7558f_97)] [added: Statements](#i34ff7b01e284464c95e860d997837e7d_94)] | | | | | | [removed: [42](#i767754147c274b8fbbfeb5ffedb7558f_97)] [added: [41](#i34ff7b01e284464c95e860d997837e7d_94)] | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#i767754147c274b8fbbfeb5ffedb7558f_100)] [added: Policies](#i34ff7b01e284464c95e860d997837e7d_97)] | | | | | | [removed: [42](#i767754147c274b8fbbfeb5ffedb7558f_100)] [added: [41](#i34ff7b01e284464c95e860d997837e7d_97)] | | |

[removed: | [Note 2. Net Sales and Segment Reporting](#i767754147c274b8fbbfeb5ffedb7558f_106) | | | | | | [49](#i767754147c274b8fbbfeb5ffedb7558f_106) | | |][added: 2.SEGMENT REPORTING AND NET SALES]

| [Note 3. Property and [removed: Leases](#i767754147c274b8fbbfeb5ffedb7558f_112)] [added: Leases](#i34ff7b01e284464c95e860d997837e7d_103)] | | | | | | [removed: [51](#i767754147c274b8fbbfeb5ffedb7558f_112)] [added: [49](#i34ff7b01e284464c95e860d997837e7d_103)] | | |

| [Note 4. Debt and Derivative [removed: Instruments](#i767754147c274b8fbbfeb5ffedb7558f_118)] [added: Instruments](#i34ff7b01e284464c95e860d997837e7d_106)] | | | | | | [removed: [53](#i767754147c274b8fbbfeb5ffedb7558f_118)] [added: [51](#i34ff7b01e284464c95e860d997837e7d_106)] | | |

| [Note 5. Income [removed: Taxes](#i767754147c274b8fbbfeb5ffedb7558f_124)] [added: Taxes](#i34ff7b01e284464c95e860d997837e7d_109)] | | | | | | [removed: [56](#i767754147c274b8fbbfeb5ffedb7558f_124)] [added: [55](#i34ff7b01e284464c95e860d997837e7d_109)] | | |

| [Note 6. Stockholders' [removed: Equity](#i767754147c274b8fbbfeb5ffedb7558f_130)] [added: Equity](#i34ff7b01e284464c95e860d997837e7d_112)] | | | | | | [removed: [60](#i767754147c274b8fbbfeb5ffedb7558f_130)] [added: [57](#i34ff7b01e284464c95e860d997837e7d_112)] | | |

| [Note 7. Fair Value [removed: Measurements](#i767754147c274b8fbbfeb5ffedb7558f_133)] [added: Measurements](#i34ff7b01e284464c95e860d997837e7d_115)] | | | | | | [removed: [61](#i767754147c274b8fbbfeb5ffedb7558f_133)] [added: [58](#i34ff7b01e284464c95e860d997837e7d_115)] | | |

| [Note 8. Stock-Based [removed: Compensation](#i767754147c274b8fbbfeb5ffedb7558f_136)] [added: Compensation](#i34ff7b01e284464c95e860d997837e7d_118)] | | | | | | [removed: [61](#i767754147c274b8fbbfeb5ffedb7558f_136)] [added: [59](#i34ff7b01e284464c95e860d997837e7d_118)] | | |

| [Note 9. Employee Benefit [removed: Plans](#i767754147c274b8fbbfeb5ffedb7558f_142)] [added: Plans](#i34ff7b01e284464c95e860d997837e7d_121)] | | | | | | [removed: [64](#i767754147c274b8fbbfeb5ffedb7558f_142)] [added: [61](#i34ff7b01e284464c95e860d997837e7d_121)] | | |

| [Note 10. Weighted Average Common [removed: Shares](#i767754147c274b8fbbfeb5ffedb7558f_145)] [added: Shares](#i34ff7b01e284464c95e860d997837e7d_124)] | | | | | | [removed: [64](#i767754147c274b8fbbfeb5ffedb7558f_145)] [added: [62](#i34ff7b01e284464c95e860d997837e7d_124)] | | |

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

| [Note 12. HD Supply [removed: Acquisition](#i767754147c274b8fbbfeb5ffedb7558f_1735)] [added: Acquisition](#i34ff7b01e284464c95e860d997837e7d_130)] | | | | | | [removed: [65](#i767754147c274b8fbbfeb5ffedb7558f_1735)] [added: [62](#i34ff7b01e284464c95e860d997837e7d_130)] | | |

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

We have audited the accompanying consolidated balance sheets of The Home Depot, Inc. and subsidiaries (the Company) as of January [removed: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] 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: 30, 2022,] [added: 29, 2023,] 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: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended January [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022,] [added: 29, 2023,] 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: 23, 2022] [added: 15, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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 [removed: occurring] between physical inventory counts.

| in millions, except per share data | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | |

| Cash and cash equivalents | | | $ | [removed: 2,343] [added: 2,757] | | | | | $ | [removed: 7,895] [added: 2,343] | |

| Receivables, net | | | [removed: 3,426] [added: 3,317] | | | | | | [removed: 2,992] [added: 3,426] | | |

| Merchandise inventories | | | [removed: 22,068] [added: 24,886] | | | | | | [removed: 16,627] [added: 22,068] | | |

| Other current assets | | | [removed: 1,218] [added: 1,511] | | | | | | [removed: 963] [added: 1,218] | | |

| Total current assets | | | [removed: 29,055] [added: 32,471] | | | | | | [removed: 28,477] [added: 29,055] | | |

| Net property and equipment | | | [added: $ | 25,631 | | | | | $ |] 25,199 | | | | | [added: $] | 24,705 | | [removed: |]

| Operating lease right-of-use assets | | | [removed: 5,968] [added: 6,941] | | | | | | [removed: 5,962] [added: 5,968] | | |

| Goodwill | | | [removed: 7,449] [added: 7,444] | | | | | | [removed: 7,126] [added: 7,449] | | |

| Other assets | | | [removed: 4,205] [added: 3,958] | | | | | | [removed: 4,311] [added: 4,205] | | |

| Total assets | | | $ | [removed: 71,876] [added: 76,445] | | | | | $ | [removed: 70,581] [added: 71,876] | |

| Short-term debt | | | $ | [removed: 1,035] [added: —] | | | | | $ | [removed: —] [added: 1,035] | |

| Accounts payable | | | [removed: 13,462] [added: 11,443] | | | | | | [removed: 11,606] [added: 13,462] | | |

| Accrued salaries and related expenses | | | [removed: 2,426] [added: 1,991] | | | | | | [removed: 2,463] [added: 2,426] | | |

| Sales taxes payable | | | [removed: 848] [added: 528] | | | | | | [removed: 774] [added: 848] | | |

| Deferred revenue | | | [removed: 3,596] [added: 3,064] | | | | | | [removed: 2,823] [added: 3,596] | | |

| [Note 11. Commitments and Contingencies](#i34ff7b01e284464c95e860d997837e7d_127) | | | | | | [62](#i34ff7b01e284464c95e860d997837e7d_127) | | |

| Fiscal 2022 Form 10-K | | | 33 | | |  | | |

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | 34 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

March 15, 2023

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | 35 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | 36 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

| | | | | | | | | |

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

| Fiscal 2022 Form 10-K | | | 37 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

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| Fiscal 2022 Form 10-K | | | 38 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

| Net earnings | | | 17,105 | | | | | | 16,433 | | | | | | 12,866 | | |

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| Fiscal 2022 Form 10-K | | | 39 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

| Net earnings | | | $ | 17,105 | | | | | $ | 16,433 | | | | | $ | 12,866 | |

| Cash dividends | | | (7,789) | | | | | | (6,985) | | | | | | (6,451) | | |

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| Fiscal 2022 Form 10-K | | | 40 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

We also provide a number of services, including home improvement installation services and tool and equipment rental.

| in millions | | | January 29, 2023 | | | | | | January 30, 2022 | | |

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| Fiscal 2022 Form 10-K | | | 41 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

March 23, 2022

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—————

| Cumulative effect of accounting changes | | | — | | | | | | — | | | | | | 26 | | |

| Cumulative effect of accounting changes | | | — | | | | | | — | | | | | | (31) | | |

Our cash equivalents are carried at fair market value and consist primarily of money market funds.

Due to changes in operating conditions during fiscal 2020 as a result of the COVID-19 pandemic, we used 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 fiscal 2020.

We believe the sample of stores that were selected for inventory counts in fiscal 2020 provided a reasonable basis for estimating shrink where a physical inventory count was not performed in fiscal 2020.

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.

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The

Fiscal 2020 includes goodwill related to the acquisition of HD Supply.

See* *[Note 12](#i767754147c274b8fbbfeb5ffedb7558f_1735)* *for details regarding the HD Supply acquisition.*

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

The following table presents the gross carrying amount and accumulated amortization relating to intangible assets:

| Fiscal 2022 | | | $ | 180 | |

| Thereafter | | | 1,962 | | |

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

Insurance

Insurance-related expenses are included in SG&A.

As of

ASU No. 2019-12. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements.

Amendments include removal of certain exceptions to the general principles of Topic 740, “Income Taxes,” and simplification in several other areas.

On February 1, 2021, we adopted ASU No. 2019-12 with no material impact to our consolidated financial condition, results of operations or cash flows.

958-605 contribution model by analogy.

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

These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022.

*Note: Net sales for certain merchandising departments were reclassified in fiscal 2021.

As a result, prior year amounts have been reclassified to conform with the current year presentation.*

Net sales for certain merchandising departments were reclassified in fiscal 2021.

As a result, prior year net sales have been reclassified to conform with the current year presentation.

Prior year percent of net sales data also reflects the new classifications.*

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| Fiscal 2022 | | | $ | 1,005 | | | | | $ | 328 | |

| Fiscal 2024 | | | 902 | | | | | | 326 | | |

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| Fiscal 2022 Form 10-K | | | 62 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

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: 30, 2022] [added: 29, 2023] 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: 30, 2022] [added: 29, 2023] 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: 30, 2022] [added: 29, 2023] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We [removed: 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 [removed: integration] [added: transformation] continues.

Except as described above, there were no other changes in our internal control over financial reporting during the [added: fiscal quarter ended January 29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.]

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

We have audited The Home Depot, Inc. and subsidiaries' (the Company) internal control over financial reporting as of January [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022,] [added: 29, 2023,] 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: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] 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: 30, 2022,] [added: 29, 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 23, 2022] [added: 15, 2023] expressed an unqualified opinion on those consolidated financial statements.

We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems.

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| Fiscal 2022 Form 10-K | | | 63 | | |  | | |

March 15, 2023

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| Fiscal 2022 Form 10-K | | | 64 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

fiscal quarter ended January 30, 2022 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

March 23, 2022

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: 2022] [added: 2023] Annual Meeting of Shareholders (“Proxy Statement”).

ANN-MARIE CAMPBELL, age [removed: 56,] [added: 57,] has been Executive Vice President – U.S. Stores and International Operations since October 2020.

[removed: CAREY,] [added: McPHAIL,] age [removed: 57,] [added: 52,] has been Executive Vice President and Chief [removed: Information] [added: Financial] Officer since September [removed: 2008.][added: 2019.]

JOHN DEATON, age [removed: 48,] [added: 49,] has been Executive Vice President – Supply Chain & Product Development since November 2021.

DECKER, age [removed: 59,] [added: 60,] has [removed: been] [added: served as] our [added: Chair since October 2022, and as our President and] Chief Executive Officer [removed: and President] since March 2022.

HOURIGAN, age [removed: 65,] [added: 66,] has been Executive Vice President – Human Resources since June 2017.

[removed: KINNAIRD,] [added: BASTEK,] age [removed: 48,] [added: 56,] has been Executive Vice President – [removed: Merchandising] [added: Merchandising,] since [removed: October 2020.][added: March 2023.]

[removed: McPHAIL,] [added: FAHIM SIDDIQUI,] age [removed: 51,] [added: 56,] has been Executive Vice President and Chief [removed: Financial] [added: Information] Officer since [removed: September 2019.][added: April 2022.]

From August 2017 through August 2019, he served as Senior Vice President, Finance Control and [removed: Administration,] [added: Administration] of the Company, and was responsible for enterprise financial reporting and operations, financial planning and analysis, treasury, payments, tax, and international financial operations.

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

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

Prior to Marconi, Mr. McPhail held positions with Wachovia Securities and [removed: with] Arthur Andersen.

HECTOR PADILLA, age [removed: 47,] [added: 48,] has been Executive Vice President – Outside Sales & Service since May 2021.

TERESA WYNN ROSEBOROUGH, age [removed: 63,] [added: 64,] has been Executive Vice President, General Counsel and Corporate Secretary since November 2011.

WILLIAM D.

From January 2019 to March 2023, Mr. Bastek served as Senior Vice President of Merchandising, Hardlines for the Company, responsible for merchandising and marketing strategies for hardware and garden.

Prior to that role, he was Merchandising Vice President of hardware and tools from December 2013 to January 2019.

Mr. Bastek began his career in 1989 at HD Supply, formerly known as Maintenance Warehouse, which was originally acquired by the Company in 1997.

Mr. Bastek has served in various roles of increasing responsibility, including Global Product Merchant, Senior Merchant, Divisional Merchandise Manager and Merchandising Vice President for building materials.

CAREY, age 58, has been Executive Vice President – Customer Experience since April 2022.

He served as Executive Vice President and Chief Information Officer from September 2008 to April 2022.

He serves as a director of Chipotle Mexican Grill, Inc., which owns and operates restaurants in the U.S. and internationally.

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| Fiscal 2022 Form 10-K | | | 65 | | |  | | |

He previously served as Senior Vice President of Information Technology from December 2018 to April 2022.

Before joining The Home Depot, Mr. Siddiqui served as Senior Vice President and Chief Information Officer – eCommerce and Digital at Staples Inc. from May 2017 through November 2018.

Prior to that role, he served in various technology, product and engineering leadership roles in the retail, energy and telecom sectors.

JEFFREY G.

From January 2016 to October 2020, he served as President of The Home Depot Canada.

Mr. Kinnaird joined the Company in July 1996 as a store associate in Canada and has held roles of increasing responsibility at The Home Depot Canada, including District Manager, Regional Vice President and Merchandising Vice President.

and financial planning, and business development activity.

CRAIG A.

MENEAR, age 64, has been the Chair of our Board of Directors since February 2015.

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

He also served as our President from November 2014 to October 2020.

He previously served as our President, U.S. Retail from February 2014 through October 2014.

From April 2007 through February 2014, he served as Executive Vice President – Merchandising, and from August 2003 through April 2007, he served as Senior Vice President – Merchandising.

From 1997 through August 2003, Mr. Menear served in various management and vice president level positions in the Company’s merchandising department, including Merchandising Vice President of Hardware, Merchandising Vice President of the Southwest Division, and Divisional Merchandise Manager of the Southwest Division.

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director Compensation,” and “Leadership Development and Compensation Committee Report” in our Proxy [removed: Statement.][added: Statement; provided that the section entitled “Executive Compensation – Pay Versus Performance” in our Proxy Statement is not incorporated herein by reference.]

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| Fiscal 2022 Form 10-K | | | 66 | | |  | | |

[Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)

- Consolidated Balance Sheets as of January [removed: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021;][added: 30, 2022;]

- Consolidated Statements of Earnings for fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020,] [added: 2021,] and fiscal [removed: 2019;][added: 2020;]

[removed: [Table](#i767754147c274b8fbbfeb5ffedb7558f_7) [of](#i767754147c274b8fbbfeb5ffedb7558f_7) [Contents](#i767754147c274b8fbbfeb5ffedb7558f_7)][added: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)]

- Consolidated Statements of Comprehensive Income for fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020,] [added: 2021,] and fiscal [removed: 2019;][added: 2020;]

- Consolidated Statements of Stockholders’ Equity for fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020,] [added: 2021,] and fiscal [removed: 2019;][added: 2020;]

- Consolidated Statements of Cash Flows for fiscal [removed: 2021,] [added: 2022,] fiscal [removed: 2020,] [added: 2021,] and fiscal [removed: 2019;] [added: 2020;] and

| 3.2 | | | | | | [By-Laws of The Home Depot, Inc. (Amended and Restated Effective [removed: February 28, 2019)](http://www.sec.gov/Archives/edgar/data/354950/000035495019000005/hd_exx32x02282019.htm)] [added: February](https://www.sec.gov/Archives/edgar/data/354950/000035495023000051/exhibit32amendedandrestate.htm) [23, 2023)](https://www.sec.gov/Archives/edgar/data/354950/000035495023000051/exhibit32amendedandrestate.htm)] | | | | | | Form 8-K filed [removed: on March 4, 2019,] [added: February 28, 2023,] Exhibit 3.2 | | |

| 4.1 | | | | | | [Indenture, dated as of May 4, 2005, between The Home Depot, Inc. and The Bank of New York [added: Mellon] Trust Company, [removed: N.A.,] [added: N.A. (fka The Bank of New York Trust Company, N.A.),] as Trustee](http://www.sec.gov/Archives/edgar/data/354950/000095012305005802/y08552exv4w1.htm) | | | | | | Form S-3 (File No. 333-124699) filed May 6, 2005, Exhibit 4.1 | | |

| 4.11 | | | | | | [Form of [removed: 2.625%] [added: 4.250%] Senior Note due [removed: June] [added: April] 1, [removed: 2022](http://www.sec.gov/Archives/edgar/data/354950/000119312515210652/d936038dex42.htm)] [added: 2046](http://www.sec.gov/Archives/edgar/data/354950/000119312515210652/d936038dex43.htm)] | | | | | | Form 8-K filed June 2, 2015, Exhibit [removed: 4.2] [added: 4.3] | | |

| [removed: 4.12] [added: 4.14] | | | | | | [Form of 4.250% Senior Note due April 1, [removed: 2046](http://www.sec.gov/Archives/edgar/data/354950/000119312515210652/d936038dex43.htm)] [added: 2046](http://www.sec.gov/Archives/edgar/data/354950/000035495016000053/hd_exhibit44x02122016.htm)] | | | | | | Form 8-K filed [removed: June 2, 2015,] [added: February 12, 2016,] Exhibit [removed: 4.3] [added: 4.4] | | |

| [removed: 4.13] [added: 4.12] | | | | | | [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: 4.14] [added: 4.13] | | | | | | [Form of 3.000% Senior Note due April 1, 2026](http://www.sec.gov/Archives/edgar/data/354950/000035495016000053/hd_exhibit43x02122016.htm) | | | | | | Form 8-K filed February 12, 2016, Exhibit 4.3 | | |

| 4.15 | | | | | | [Form of [removed: 4.250% Senior] [added: 2.125%] Note due [removed: April 1, 2046](http://www.sec.gov/Archives/edgar/data/354950/000035495016000053/hd_exhibit44x02122016.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: 4.4] [added: 4.2] | | |

| 4.16 | | | | | | [Form of [removed: 2.125% Senior] [added: 3.500%] Note due September 15, [removed: 2026](http://www.sec.gov/Archives/edgar/data/354950/000035495016000086/hd_exhibit42x09152016.htm)] [added: 2056](http://www.sec.gov/Archives/edgar/data/354950/000035495016000086/hd_exhibit43x09152016.htm)] | | | | | | Form 8-K filed September 15, 2016, Exhibit [removed: 4.2] [added: 4.3] | | |

| 4.17 | | | | | | [Form of [removed: 3.500% Senior] [added: 3.900%] Note due [removed: September] [added: June] 15, [removed: 2056](http://www.sec.gov/Archives/edgar/data/354950/000035495016000086/hd_exhibit43x09152016.htm)] [added: 2047](http://www.sec.gov/Archives/edgar/data/354950/000035495017000020/hd_exhibit44x06052017.htm)] | | | | | | Form 8-K filed [removed: September 15, 2016,] [added: June 5, 2017,] Exhibit [removed: 4.3] [added: 4.4] | | |

| [removed: 4.18] [added: 4.22] | | | | | | [Form of 3.900% [removed: Senior] Note due June 15, [removed: 2047](http://www.sec.gov/Archives/edgar/data/354950/000035495017000020/hd_exhibit44x06052017.htm)] [added: 2047](http://www.sec.gov/Archives/edgar/data/354950/000035495019000041/hd_exhibit43x06172019.htm)] | | | | | | Form 8-K filed June [removed: 5, 2017,] [added: 17, 2019,] Exhibit [removed: 4.4] [added: 4.3] | | |

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

| 4.20 | | | | | | [Form of [removed: Floating Rate] [added: 4.500%] Note due [removed: March 1, 2022](http://www.sec.gov/Archives/edgar/data/354950/000035495018000069/hd_exhibit42x12062018.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: 4.2] [added: 4.5] | | |