Home Depot (HD) 10-K risk factor changes: FY2023 vs FY2022

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34ff7b01e284464c95e860d997837e7d_46)] [added: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)] and our consolidated financial statements and related notes in Item 8.

These competitors range from traditional brick-and-mortar, to multichannel, to exclusively online, and they include a number of other home improvement retailers; [added: local, regional and national hardware stores;] 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, [removed: local, regional and national hardware stores,] paint stores, specialty and mass digital retailers, warehouse clubs, [removed: 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.

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

We also compete based on store location and appearance, presentation of merchandise, and ease of shopping [removed: experience.][added: experience throughout every step of the project, from inspiration and research to any post-purchase support.]

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | 10 | | | [removed: ] [added: ] | | |

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[added: Our Pros also look for dedicated sales support, competitive credit] and pricing options, project planning tools, [removed: and] product depth and job lot quantities, particularly for their [removed: planned] [added: complex] purchase needs.

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

If [added: we experience] inflation [removed: increases] [added: or deflation at a level] beyond our ability to [removed: control our related costs,] [added: respond effectively,] we may not be able to adjust prices to sufficiently offset the [removed: effect of the various cost increases] [added: effects] without negatively impacting consumer [removed: demand,] [added: demand] or [added: margins, as applicable, or] it may adversely affect our ability to compete based on price.

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; [added: changes in the macroeconomic environment;] and unexpected weather conditions, [added: natural disasters, or] public health issues (including pandemics and related [removed: impacts), natural disasters, or changes in the macroeconomic environment] [added: impacts)] that impact our customers, while also managing appropriate inventory levels in our stores and distribution or fulfillment centers and maintaining an excellent customer experience.

As our customers expect a more personalized experience, our ability to collect, [removed: use] [added: use, retain,] and protect relevant customer data is important to our ability to effectively meet their expectations.

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

If we do not successfully differentiate the shopping experience to [added: attract our customers and] meet [removed: the] [added: their] individual needs and [removed: expectations of or within a customer group, we] [added: expectations, it] may [removed: lose] [added: adversely impact our sales or our] market [removed: share with respect to those customers.][added: share.]

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

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | 11 | | | [removed: ] [added: ] | | |

Failure to provide a relevant [removed: or] [added: and] effective [removed: 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 [removed: otherwise timely identify or respond to changing consumer preferences, expectations and home improvement needs could adversely affect our relationship with our customers, the demand for our products and services, and our market share.]

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: expand our sales to larger Pros and] better address [removed: Pro planned] [added: their complex] purchase needs; and create the fastest, most [removed: efficient] [added: efficient, and most reliable] delivery network for home improvement products.

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

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

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 online tools and services, implementing new [removed: technologies,] [added: technologies such as artificial intelligence,] implementing and restructuring support systems and processes, securing appropriate [added: store and] 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, [added: create complexity in our systems] and [added: operations and] impact our profitability.

[removed: We must also maintain] [added: Our customers and associates expect] a safe store environment [removed: for our customers] [added: in which to shop] and [removed: associates, as well as] [added: work, and maintaining that environment helps] protect against loss or theft of our inventory (also called [removed: “shrink”), including as a result of organized retail crime.][added: “shrink”).]

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

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | 12 | | | [removed: ] [added: ] | | |

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

We have faced and may continue to face additional challenges in recruiting and retaining associates due to wage pressure; flexible scheduling needs; [removed: disruption in the availability of childcare;] [added: health and safety concerns; and] challenges related to a remote or hybrid working environment for associates who work in our store support [removed: centers; and health and safety concerns.][added: centers.]

These factors, together with [removed: growing] competition among potential employers, have resulted in and may continue to result in increased salaries, benefits, or other employee-related [added: costs, and/or may impair our ability to recruit and retain]

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | 13 | | | [removed: ] [added: ] | | |

[removed: costs, and/or may impair our ability to recruit and retain] associates, which could have an adverse impact on our business operations, financial condition and results of operations.

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

In managing our business, we also rely heavily on the integrity of, security of, and consistent access to, [added: systems that provide] operational and financial data [removed: for information such as sales,] [added: and capabilities related to sales (both in store and online),] customer data, supplier data, associate data, job applicant data, partner data, demand forecasting, merchandise ordering, inventory replenishment, supply chain management, payment processing, order fulfillment, customer service, and post-purchase matters.

Delays in the maintenance, updates, upgrading, or patching of these systems, applications or [removed: processes could impair,] [added: processes, as well as the actions taken to maintain, update, upgrade] and [added: patch, could, and] on occasion [removed: have impaired,] [added: have, impaired] their effectiveness or [removed: could expose] [added: exposed] us to security risks.

Our systems and the third-party systems with which we [removed: interact] [added: interact, as well as any systems those third parties utilize,] are subject to and on occasion have experienced [removed: damage] [added: damage, interruption,] or [removed: interruption] [added: malicious activity] from a number of causes, including power and other critical infrastructure outages; computer and telecommunications failures; computer viruses; data or security breaches; internal or external data theft or misuse; cyber-attacks, including the use of malicious codes, worms, phishing, smishing, vishing, spyware, denial of service attacks, and ransomware; responsive containment measures by us that may involve voluntarily taking systems offline; natural disasters and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, or other extreme weather events; public health concerns, such as pandemics and quarantines; [added: geopolitical or] military conflicts, acts of war, terrorism or civil unrest; other systems outages; inadequate or ineffective redundancy; and design or usage errors or malfeasance by our associates, contractors or third-party service providers.

As a result, we or our service providers could experience [added: and on some occasions have experienced] errors, interruptions, delays or cessations of service in key portions of our information technology infrastructure, which could significantly disrupt our operations or impair data security; impact our ability to operate or access communications, financial or banking systems; be costly, time-consuming and resource-intensive to remedy; and adversely impact our reputation and relationship with our customers, [added: associates,] suppliers, shareholders or regulators.

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

These efforts [removed: can result] [added: could result, and on occasion have resulted,] in significant potential risks, including failure of the systems to operate as designed, [added: unexpected impacts on related systems or processes,] potential loss or corruption of data, failures in security processes and internal controls, cost overruns, implementation delays or errors, disruption of operations, and the potential inability to meet business and reporting requirements.

Any system implementation and transition difficulty may result in operational challenges, security failures, reputational harm, and increased costs that could adversely affect our business [removed: operations] [added: operations, our relationships with our customers,] and results of operations.

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | 14 | | | [removed: ] [added: ] | | |

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

The retail industry is continually evolving and expanding, with a significant increase in sales initiated online and via mobile [removed: applications.][added: applications in recent years.]

In fiscal 2023 we also continued to operate in an inflationary and rising interest rate environment, and the long-term outlook is difficult to predict.

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otherwise timely identify or respond to changing consumer preferences, expectations and home improvement needs could adversely affect our relationship with our customers, the demand for our products and services, and our market share.

Our suppliers’ and vendors’ business practices and positions may also be attributed to us, regardless of our Company’s actions, meaning the actions of third parties pose similar risks to our brand and reputation.

In addition, we could be criticized for the scope or nature of ESG-related initiatives or goals, or for any revisions to or failure to achieve these goals on a timely basis or at all.

If our ESG-related data, processes and reporting are incomplete or inaccurate, we could face regulatory scrutiny, litigation and/or adverse reputational impacts.

The execution of initiatives to implement our interconnected retail strategy could adversely impact our business operations or financial results, and these initiatives might not provide the anticipated benefits.

Over the past several years, we have made significant investments to execute our interconnected retail strategy, including enhancing and expanding our supply chain, developing differentiated capabilities for our customers, expanding our store base, and making strategic acquisitions.

Failure to continue to make investments to effectively support our strategy and to implement or integrate those investments in the right manner and at the right pace could adversely impact our business operations or financial results.

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Our suppliers’ business practices and positions may also be attributed to us, regardless of our Company’s actions, meaning that controversies regarding our suppliers of brand name or proprietary products pose risks to our reputation and brand, and could require us to quickly identify alternative sources for comparable products.

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We may have to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and may have insufficient recourse against service providers who experience such events.

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intelligence, including generative artificial intelligence.

We and our suppliers have experienced, and may continue to experience, labor shortages at some of our distribution and fulfillment centers both due to unexpected events such as the COVID-19 pandemic and to the competitive labor market.

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Failure to maintain a safe and secure store environment may adversely impact sales, costs, the customer and associate experience, or our brand and reputation.

Like other retailers, we have seen an increase in shrink in recent years, particularly as a result of organized retail crime.

While we have a number of initiatives underway to address shrink, minimize theft, and maintain safety in and around our stores, these efforts require operational changes that may increase costs and reduce margins, and they may negatively impact the customer experience.

Furthermore, an unsafe environment or negative incidents in or around our stores may erode trust and confidence with customers, associates, or potential associates, which can adversely impact sales, associate morale and retention, and our brand and reputation.

Furthermore, our cyber insurance coverage may not be

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In addition, many regulators have indicated an intention to take more aggressive enforcement actions regarding data privacy and cybersecurity matters, and private litigation resulting from such matters is increasing and resulting in progressively larger judgments and settlements.

Failure to comply with applicable requirements could subject us to fines, sanctions, governmental investigations, or lawsuits, which could lead to negative publicity and reputational harm, and may cause customers to lose confidence in the effectiveness of our cybersecurity measures, data privacy practices, or our business more generally.

We anticipate expanding our trade credit as we grow our capabilities to support Pro complex purchase needs.

If we fail to offer attractive terms or services, or employ underwriting criteria that are not competitive, our ability to grow our sales to these Pros may be adversely impacted.

If trade credit continues to grow and our Pros are unable to make their payments, we may experience an increase in our losses.

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as any related sanctions or other government or private responses; or similar disruptions and catastrophic events could have and have on occasion had an adverse effect on our operations or financial performance in a number of ways.

These types of events can affect consumer spending and confidence and consumers’ disposable income, particularly with respect to home improvement or construction projects.

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compensation, hours of work, and prohibitions on child and forced labor.

Further, all of our suppliers must comply with Company policies and applicable law, including the laws of the jurisdictions from which products and materials are sourced, regarding the sourcing of raw materials, including timber and minerals, used in our products.

Further, the supply chain for some of the products we sell may be too attenuated for us to know with certainty the source of some of the components, such as timber, minerals, or other raw materials, of the products we sell.

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In an effort to address inflation, central banks have raised interest rates, which has impacted and may continue to adversely impact demand, including influencing in part the shifts in consumer purchasing from big-ticket, more discretionary purchases to smaller, less discretionary purchases that we experienced in fiscal 2023.

In addition, regulators, customers, investors, associates, and other stakeholders are increasingly focusing on cybersecurity, data privacy, and ESG matters and related disclosures.

These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses, heightened risks of litigation and enforcement actions, and increased management time and attention spent complying with or meeting such regulations and expectations.

Initiatives and goals within the scope of ESG could be difficult and expensive to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized or face reputational or regulatory risks regarding the accuracy, adequacy or completeness of the disclosure.

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

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

The execution of initiatives to expand our supply chain and enhance the interconnected shopping experience could disrupt our operations in the near term, and these initiatives might not provide the anticipated benefits or might fail.

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

Failure to choose the right investments and implement them in the right manner and at the right pace could disrupt our operations.

Our investments in our stores may not deliver the relevant shopping experience our customers expect or fully support an interconnected shopping experience.

High rates of shrink, which we continue to experience, or an unsafe store environment, requires operational changes that may increase costs and adversely impact the customer and associate experience.

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

Disruptions to our supply chain due to any of the factors listed above could negatively impact our financial performance or financial condition.

business operations, result in data compromise, or both.

To protect against unauthorized access to or use of data, prevent data loss, preserve data integrity, and protect our own access to systems, we have implemented and regularly review and update systems, processes, and procedures; third-party assessments and testing; and annual associate training and other specific training initiatives.

In addition, failure to comply with applicable requirements could subject us to fines, sanctions, governmental investigations, lawsuits or reputational damage.

If we fail to comply with applicable rules or requirements for the payment methods we accept, or if payment-related data is compromised

and reputational risks, as well as governmental enforcement actions.

The continuing impacts of the COVID-19 pandemic are highly unpredictable, volatile, and uncertain, and could adversely affect our business operations, demand for our products and services, our costs of doing business, availability of labor, access to inventory, supply chain operations, our ability to predict future performance, our exposure to litigation, and our financial performance, among other things.

The COVID-19 pandemic has caused significant public health concerns as well as economic disruption, uncertainty, and volatility, all of which have impacted our business.

While we have taken numerous steps to mitigate the impact of the pandemic on our results of operations, there can be no assurance that these efforts will continue to be successful.

While efforts to address the pandemic, including vaccinations, have fostered progress and many restrictions have relaxed, due to numerous uncertainties and factors beyond our control, we are unable to predict the ongoing impact that the pandemic and recovery efforts will have on our business, results of operations, cash flows, and financial condition.

These factors and uncertainties include, but are not limited to:

- the ongoing impact of COVID-19, including whether there are further “waves” or other continued increases or spikes in the number of COVID-19 cases in future periods in areas in which we or our suppliers operate, and the potential for longer-term impact as COVID-19 becomes endemic;

- the rapidly changing and fluid circumstances caused by the pandemic and efforts to contain and recover from it and our ability to respond quickly enough or appropriately to those circumstances;

- the duration and degree of governmental, business or other actions in response to the pandemic, including but not limited to quarantine or shut-down measures and other governmental orders, or the termination of those measures; fiscal policy changes; or additional measures that may yet be enacted;

- the health of, and longer-term effect of the pandemic on, our associates and our ability to maintain staffing needs to effectively operate our business;

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

- evolving macroeconomic factors, including general economic uncertainty, unemployment rates, inflation and deflation, rising interest rates, and recessionary pressures, and their ongoing impact on consumer confidence, economic well-being, spending, and shopping behaviors;

- impacts – financial, operational or otherwise – on our supply chain, including on manufacturers or suppliers of our products and logistics or transportation providers, and on our service providers, subcontractors, or other business partners;

- the effects on our internal control environment and data security as a result of the remote and hybrid work environment;

- the impact of regulatory and judicial changes in liability for workers’ compensation;

- potential increases in insurance premiums, medical claims costs, and workers’ compensation claims costs; and

- the impact of litigation or claims from customers, associates, suppliers, regulators or other third parties relating to COVID-19 or our actions in response thereto.

The above factors and uncertainties, or others of which we are not currently aware, may result in adverse impacts to our business, results of operations, cash flows, and financial condition.

In addition to the factors above, the

COVID-19 pandemic has increased a number of other risks to our business, including but not limited to those discussed below and elsewhere in these Risk Factors:

Associate and Customer Safety-Related Risks. The health and safety of our associates and customers are of primary concern to our management team.

In response to the COVID-19 pandemic, we took several steps to support our associates, including expanding certain compensation and benefits to help alleviate some of the challenges our associates were facing as a result of COVID-19, and adopted a number of enhanced safety measures in our stores and other facilities.

We have transitioned from these temporary pay and benefits programs, as well as many of the enhanced safety measures.

However, due to the unpredictable nature of COVID-19 and the consequences of our actions, we may see unexpected outcomes from rolling back safety measures as conditions evolve, particularly if there are further outbreaks.

If we do not respond appropriately to any further COVID-19 outbreaks, if our customers or associates do not participate in safety measures, or if rolling back safety measures results in additional outbreaks, the well-being of our associates and customers could be at risk.

Furthermore, any failure to appropriately respond, or the perception of an inadequate response, could cause reputational harm to our brand and/or subject us to claims and litigation from associates, customers, suppliers, regulators or other third parties.

Additionally, we have faced, and may continue to face, periodic labor shortages at our stores due to COVID-19 and other illnesses like influenza that were less prevalent during the height of the pandemic, which can result in modifications to our operations and negatively impact our business, costs and results of operations.

The discussion in this Form 10-K generally focuses on fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021.][added: 2022.]

A discussion of our results of operations and changes in financial condition for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] has been [removed: excluded] [added: omitted] from this report, but can be found in [Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/354950/000035495022000070/hd-20220130.htm#i767754147c274b8fbbfeb5ffedb7558f_46)] [added: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/354950/000035495023000059/hd-20230129.htm#i34ff7b01e284464c95e860d997837e7d_46)] of our Form 10-K for fiscal [removed: 2021.][added: 2022.]

| [Executive [removed: Summary](#i34ff7b01e284464c95e860d997837e7d_49)] [added: Summary](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_55)] | | | | | | [removed: [26](#i34ff7b01e284464c95e860d997837e7d_49)] [added: [28](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_55)] | | |

| [Results of [removed: Operations](#i34ff7b01e284464c95e860d997837e7d_52)] [added: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_58)] | | | | | | [removed: [27](#i34ff7b01e284464c95e860d997837e7d_52)] [added: [28](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_58)] | | |

| [Liquidity and Capital [removed: Resources](#i34ff7b01e284464c95e860d997837e7d_64)] [added: Resources](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_70)] | | | | | | [removed: [29](#i34ff7b01e284464c95e860d997837e7d_64)] [added: [31](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_70)] | | |

| [Critical Accounting [removed: Estimates](#i34ff7b01e284464c95e860d997837e7d_67)] [added: Estimates](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_73)] | | | | | | [removed: [32](#i34ff7b01e284464c95e860d997837e7d_67)] [added: [33](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_73)] | | |

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 25] [added: 27] | | | [removed: ] [added: ] | | |

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| [added: 2023 | | | | | | | | | | | |] 2022 | | | | | | [added: | | | | | |] 2021 | | | | | | [removed: 2020] | | | | | |

| Net sales | | | $ | [added: 152,669 | | | | | | | | | | | $ |] 157,403 | | | | | [added: | | | | | |] $ | 151,157 | | | | | [removed: $] | [removed: 132,110] | |

| Net earnings | | | [removed: 17,105] [added: $] | [added: 15,143] | | | | | [removed: 16,433] [added: $] | [added: 17,105] | | | | | [removed: 12,866] [added: $] | [added: 16,433] | |

We reported net sales of [removed: $157.4] [added: $152.7] billion in fiscal [removed: 2022.][added: 2023.]

Net earnings were [removed: $17.1] [added: $15.1] billion, or [removed: $16.69] [added: $15.11] per diluted share.

During fiscal [removed: 2022,] [added: 2023,] we opened [removed: two] [added: eight] new stores in the U.S. and [removed: four] [added: five] new stores in Mexico, [removed: and we lost one store in the U.S. due to a fire,] resulting in a total store count of [removed: 2,322] [added: 2,335] at January [removed: 29, 2023.][added: 28, 2024.]

At the end of fiscal [removed: 2022,] [added: 2023,] a total of [removed: 315] [added: 320] of our stores, or [removed: 13.6%] [added: 13.7%] of our total store count, were located in Canada and Mexico.

Total sales per retail square foot were [removed: $627.17] [added: $604.55] in fiscal [removed: 2022.][added: 2023.]

Our inventory turnover ratio was [removed: 4.2] [added: 4.3] times at the end of fiscal [removed: 2022,] [added: 2023,] compared to [removed: 5.2] [added: 4.2] times at the end of fiscal [removed: 2021.][added: 2022.]

We generated [removed: $14.6] [added: $21.2] billion of cash flow from operations and issued [removed: $6.9] [added: $2.0] billion of long-term debt, net of discounts, during fiscal [removed: 2022.][added: 2023.]

This cash flow, together with cash on hand, was used to fund cash payments of [removed: $7.8] [added: $8.4] billion for dividends and [removed: $6.7] [added: $8.0] billion for share repurchases.

In addition, we [removed: repaid $2.5] [added: invested $3.2] billion [removed: of long-term debt] [added: in capital expenditures] and [removed: $1.0] [added: $1.5] billion [removed: of net short-term debt] [added: in acquisitions,] and [removed: funded $3.1] [added: we repaid $1.3] billion [removed: in capital expenditures] [added: of long-term debt] during fiscal [removed: 2022.][added: 2023.]

In February [removed: 2023,] [added: 2024,] we announced a [removed: 10%] [added: 7.7%] increase in our quarterly cash dividend [removed: to] [added: from] $2.09 [added: to $2.25] per share.

Our ROIC was [removed: 44.6%] [added: 36.7%] for fiscal [removed: 2022] [added: 2023] and [removed: 44.7%] [added: 44.6%] for fiscal [removed: 2021.][added: 2022.]

See the [Non-GAAP Financial [removed: Measures](#i34ff7b01e284464c95e860d997837e7d_61)] [added: Measures](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_67)] 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).

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 26] [added: 28] | | | [removed: ] [added: ] | | |

| [removed: 2022] [added: 2023] | | | | | | [added: 2022] | | | | | | 2021 | | | | | | [removed: | | | | | | 2020] [added: 2023 vs. 2022] | | | | | | [added: 2022 vs. 2021] | | | | | |

| Gross profit | | | [removed: 52,778] [added: 50,960] | | | | | | [removed: 33.5] [added: 33.4] | | % | | | | [removed: 50,832] [added: 52,778] | | | | | | [removed: 33.6] [added: 33.5] | | % | | | | [removed: 44,853] [added: 50,832] | | | | | | [removed: 34.0] [added: 33.6] | | % |

| Selling, general and administrative | | | [removed: 26,284] [added: 26,598] | | | | | | [removed: 16.7] [added: 17.4] | | | | | | [removed: 25,406] [added: 26,284] | | | | | | [removed: 16.8] [added: 16.7] | | | | | | [removed: 24,447] [added: 25,406] | | | | | | [removed: 18.5] [added: 16.8] | | |

| Depreciation and amortization | | | [removed: 2,455] [added: 2,673] | | | | | | [removed: 1.6] [added: 1.8] | | | | | | [removed: 2,386] [added: 2,455] | | | | | | 1.6 | | | | | | [removed: 2,128] [added: 2,386] | | | | | | 1.6 | | |

| Total operating expenses | | | [removed: 28,739] [added: 29,271] | | | | | | [removed: 18.3] [added: 19.2] | | | | | | [removed: 27,792] [added: 28,739] | | | | | | [removed: 18.4] [added: 18.3] | | | | | | [removed: 26,575] [added: 27,792] | | | | | | [removed: 20.1] [added: 18.4] | | |

| Operating income | | | [removed: 24,039] [added: 21,689] | | | | | | [removed: 15.3] [added: 14.2] | | | | | | [removed: 23,040] [added: 24,039] | | | | | | [removed: 15.2] [added: 15.3] | | | | | | [removed: 18,278] [added: 23,040] | | | | | | [removed: 13.8] [added: 15.2] | | |

| Interest income and other, net | | | [removed: (55)] [added: (178)] | | | | | | [removed: —] [added: (0.1)] | | | | | | [removed: (44)] [added: (55)] | | | | | | — | | | | | | [removed: (47)] [added: (44)] | | | | | | — | | |

| Interest expense | | | [removed: 1,617] [added: 1,943] | | | | | | [removed: 1.0] [added: 1.3] | | | | | | [removed: 1,347] [added: 1,617] | | | | | | [removed: 0.9] [added: 1.0] | | | | | | 1,347 | | | | | | [removed: 1.0] [added: 0.9] | | |

| Interest and other, net | | | [removed: 1,562] [added: 1,765] | | | | | | [removed: 1.0] [added: 1.2] | | | | | | [removed: 1,303] [added: 1,562] | | | | | | [removed: 0.9] [added: 1.0] | | | | | | [removed: 1,300] [added: 1,303] | | | | | | [removed: 1.0] [added: 0.9] | | |

| Earnings before provision for income taxes | | | [removed: 22,477] [added: 19,924] | | | | | | [removed: 14.3] [added: 13.1] | | | | | | [removed: 21,737] [added: 22,477] | | | | | | [removed: 14.4] [added: 14.3] | | | | | | [removed: 16,978] [added: 21,737] | | | | | | [removed: 12.9] [added: 14.4] | | |

| Provision for income taxes | | | [removed: 5,372] [added: 4,781] | | | | | | [removed: 3.4] [added: 3.1] | | | | | | [removed: 5,304] [added: 5,372] | | | | | | [removed: 3.5] [added: 3.4] | | | | | | [removed: 4,112] [added: 5,304] | | | | | | [removed: 3.1] [added: 3.5] | | |

| Net earnings | | | $ | [removed: 17,105] [added: 15,143] | | | | | [removed: 10.9] [added: 9.9] | | % | | | | $ | [removed: 16,433] [added: 17,105] | | | | | 10.9 | | % | | | | $ | [removed: 12,866] [added: 16,433] | | | | | [removed: 9.7] [added: 10.9] | | % |

| Comparable sales (% change) | | | [removed: 3.1] [added: (3.2)] | | % | | | | [removed: 11.4] [added: 3.1] | | % | | | | [removed: 19.7] [added: 11.4] | | % | | | | N/A | | | | | | N/A | | |

| Comparable customer transactions (% change) (1) | | | [removed: (5.4)] [added: (2.9)] | | % | | | | [removed: (0.1)] [added: (5.4)] | | % | | | | [removed: 8.6] [added: (0.1)] | | % | | | | N/A | | | | | | N/A | | |

| Comparable average ticket (% change) (1) | | | [removed: 8.8] [added: (0.3)] | | % | | | | [removed: 11.7] [added: 8.8] | | % | | | | [removed: 10.5] [added: 11.7] | | % | | | | N/A | | | | | | N/A | | |

The decrease in ROIC was primarily driven by lower operating income along with an increase in average long-term debt over the respective periods.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

*(1)Does not include results for HD Supply.*

The decrease in net sales for fiscal 2023 primarily reflects the impact of a negative comparable sales environment, primarily driven by a decrease in comparable customer transactions as well as the impact from lumber price deflation.

The decrease in comparable customer transactions reflects the impact of macroeconomic factors, including the continued shift in consumer consumption trends away from goods and towards services and the impact of a higher interest rate environment, pressuring home improvement demand.

The decrease in comparable average ticket reflects U.S. commodity price deflation, which negatively impacted average ticket by approximately 145 basis points, driven primarily by lumber.

This was partially offset by inflation across several product categories, which slowed relative to prior years, along with demand for new and innovative products.

All of our other merchandising departments posted negative comparable sales during fiscal 2023 compared to fiscal 2022, with our Lumber department posting a double-digit comparable sales decline primarily resulting from lumber price deflation, partially offset by higher unit sales.

Gross profit decreased $1.8 billion, or 3.4%, to $51.0 billion in fiscal 2023.

The decrease in gross profit margin primarily reflects price stabilization as well as reduction and optimization of our inventory position, partially offset by lower supply chain costs.

While we continue to experience shrink above historical averages, year-over-year pressure to gross profit margin from shrink decreased as we moved through fiscal 2023.

As a result, shrink did not have a significant impact on our gross profit margin in fiscal 2023 compared to fiscal 2022.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

As a percent of net sales, SG&A was 17.4% in fiscal 2023 compared to 16.7% in fiscal 2022, primarily reflecting deleverage from a negative comparable sales environment along with previously executed wage investments for hourly associates, partially offset by the one-time benefit from the favorable settlement of litigation with a vendor as well as lower incentive compensation.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

During fiscal 2023, we invested approximately $3.2 billion back into our business in the form of capital expenditures.

Additionally, we invested approximately $1.5 billion on three acquisitions during fiscal 2023, accelerating our strategic initiatives and providing us with better capabilities to serve our customers.

We have a commercial paper program that allows for borrowings up to $5.0 billion.

In July 2023, we completed the renewal of our 364-day $1.5 billion credit facility, extending the maturity from July 2023 to July 2024.

In April 2023, we repaid $1.0 billion of senior notes at maturity.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

Inventory levels normalized in fiscal 2023 as we adjusted purchasing activity to align with demand and continued to sell through existing inventory.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

See [Note 1](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_136)[3](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_136) to our consolidated financial statements for further discussion of acquisitions.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

The following table presents highlights of our annual financial results:

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

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

| dollars in millions, except per share data | | | Fiscal | | | | | | Fiscal | | | | | | Fiscal | | |

| Diluted earnings per share | | | $ | 16.69 | | | | | $ | 15.53 | | | | | $ | 11.94 | |

| Net cash provided by operating activities | | | $ | 14,615 | | | | | $ | 16,571 | | | | | $ | 18,839 | |

| Payments for businesses acquired, net | | | — | | | | | | 421 | | | | | | 7,780 | | |

| Proceeds from long-term debt, net of discounts | | | 6,942 | | | | | | 2,979 | | | | | | 7,933 | | |

| Repayments of long-term debt | | | 2,491 | | | | | | 1,532 | | | | | | 2,872 | | |

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.

| Net sales | | | $ | 157,403 | | | | | | | | | | | $ | 151,157 | | | | | | | | | | | $ | 132,110 | | | | | | | |

| 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs. 2021 | | | | | | 2021 vs. 2020 | | | | | |

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

The increase in net sales for fiscal 2022 primarily reflected the impact of positive comparable sales driven by an increase in comparable average ticket, partially offset by a decrease in comparable customer transactions.

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 increase in comparable average ticket was primarily driven by inflation, as well as demand for new and innovative products.

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.

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

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

The decrease in gross profit margin was primarily driven by higher product and transportation costs, pressure from shrink during the second half of the year, and investments in our supply chain network, offset by the benefit from higher retail prices, along with favorable product mix.

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.

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

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

Capital expenditures were $3.1 billion in fiscal 2022.

In July 2022, we expanded our commercial paper program from $3.0 billion to $5.0 billion to further enhance our financial flexibility.

In connection with our program, we have back-up credit facilities with a consortium of banks.

These facilities replaced our previously existing five-year $2.0 billion credit facility, which was scheduled to expire in December 2023, and our 364-day $1.0 billion credit facility, which was scheduled to expire in December 2022.

In September 2022, we issued an additional $3.0 billion of senior notes.

The net proceeds from this issuance were used for general corporate purposes, including repurchases of shares of our common stock.

During fiscal 2022, we repaid $2.25 billion of senior notes.

These inventory management actions, which began in fiscal 2021 and moderated during the second half of fiscal 2022, reflect strategic investments in inventory to support the demand environment, promote higher in-stock levels, and pull forward merchandise for seasonal events in response to global supply chain disruption, as well as investments in our new supply chain facilities.

Fiscal 2021 reflected elevated share repurchase activity following the temporary suspension of repurchases during fiscal 2020 in order to enhance our liquidity position at the onset of the COVID-19 pandemic.

At January [removed: 29, 2023,] [added: 28, 2024,] after giving consideration to our interest rate swap agreements, floating-rate debt principal was $5.4 billion, or approximately 13% of our senior notes portfolio.

Our interest rate swap agreements were in an aggregate liability position of [removed: $778] [added: $858] million at January [removed: 29, 2023.][added: 28, 2024.]

Based on our January [removed: 29, 2023] [added: 28, 2024] 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 $54 million.

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 32] [added: 34] | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

Our foreign currency related hedging arrangements outstanding at the end of fiscal [removed: 2022] [added: 2023] were not material.

We experience inflation and deflation related to our purchase [added: and sale] of certain commodity products.

During the second quarter of fiscal 2023, we amended all of our interest rate swap agreements to replace LIBOR with SOFR and concurrently adopted certain expedients provided in ASU No. 2020-04, “Reference Rate Reform (Topic 848)”.

These amendments did not result in any change to our application of hedge accounting or have a material impact to our consolidated financial statements.

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

While the discontinuance of LIBOR tenors that are scheduled to occur in 2023 will impact our 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.

The Home Depot, Inc. is the world’s largest home improvement retailer based on net sales for fiscal [removed: 2022.][added: 2023.]

As of the end of fiscal [removed: 2022,] [added: 2023,] we operated [removed: 2,322] [added: 2,335] 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.

The retail landscape has changed rapidly over the past several years, with [added: a complex macroeconomic environment and] customer expectations [removed: constantly] [added: continually] evolving.

Our ability to operate successfully and meet the needs of our customers [added: in an efficient and cost-effective way] was due in significant part to our 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 [added: continue to] leverage the momentum of these investments and [removed: continue to] invest in our business in support of the following goals:

- We intend to provide the best customer experience in home [removed: improvement;][added: improvement and develop differentiated capabilities for our customers;]

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

In fiscal [removed: 2022,] [added: 2023,] we invested [removed: $3.1] [added: $3.2] billion in capital expenditures to support 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 supporting productivity to lower costs [removed: creates what we refer to as a virtuous cycle, which has allowed] [added: allows] us to improve [removed: the] [added: our] customer experience, increase our competitiveness in the market, and deliver shareholder value.

In fiscal [removed: 2022,] [added: 2023,] we returned over [removed: $14] [added: $16] billion to shareholders in the form of cash dividends and share repurchases.

Management’s Discussion and Analysis of Financial Condition and [removed: Results of Operations.](#i34ff7b01e284464c95e860d997837e7d_46)][added: Results](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52) [o](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[f](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52) [Ope](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[ration](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[s](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52).]

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | 1 | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

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

Building on our historical strength as a destination for urgent purchase needs, we are investing in [added: differentiated] capabilities that will help us better serve our Pros’ [removed: planned] [added: complex] purchase [removed: needs (in-store or via our dedicated sales team),] [added: needs,] including [removed: our] expanded supply chain [removed: capabilities] [added: capabilities, additional trade credit offerings, more showroom space,] and [removed: advance ordering through our interconnected digital platforms.][added: an enhanced order management system.]

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

We recognize the great value our Pros provide to their clients, and we strive to make their jobs easier and help them grow their [removed: businesses.][added: businesses, from expanded capabilities to improve their business and customer experience to the Path to Pro network we are building for Pros to connect with jobseekers to help address the skilled labor shortage.]

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

In fiscal [removed: 2022,] [added: 2023,] we continued to invest in merchandising resets in our stores to refine assortments, optimize space productivity, introduce innovative new products to our customers, and improve visual merchandising to drive a better shopping experience.

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | 2 | | | [removed: ] [added: ] | | |

[added: 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.

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, [added: manage the cost environment,] and adjust inventory levels to respond to fluctuations in [removed: demand, which helped us navigate the challenges of continuing global supply chain disruption in fiscal 2022.][added: demand.]

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

During fiscal [removed: 2022,] [added: 2023,] 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, compliance with [removed: local laws, health and safety, environmental] [added: applicable] laws and [removed: regulations, compensation, hours of work, and] [added: regulations addressing] prohibitions on child and forced [removed: labor.][added: labor, health and safety, environmental matters, compensation, and hours of work.]

Our [removed: 2022] [added: 2023] Responsible Sourcing Report, available on our website at https://corporate.homedepot.com under “Responsibility > Sourcing Responsibly,” provides more information about this program.

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

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

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

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | 3 | | | [removed: ] [added: ] | | |

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

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

Enhancements to our digital properties are critical for our increasingly interconnected customers, who often research products [removed: online] and check available inventory [added: online] before going into one of our stores to view [removed: the] products in person or talk to an associate and then [removed: make] [added: making] their purchase [added: either] in store or online.

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

We believe our focus on improving search capabilities, site functionality, category presentation, product content, speed to checkout, and [removed: enhanced] fulfillment options has yielded higher traffic, better conversion and continued sales growth.

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

In fiscal [removed: 2022,] [added: 2023,] we continued to leverage the investments made in our stores over the past several years to operate effectively and meet [removed: changing] customer expectations.

These investments [removed: include] [added: included] wayfinding signage and store refresh packages; self-service lockers, online order storage areas [removed: at front entrances] and curbside [removed: pickup] [added: service] to [removed: provide] [added: enable] convenient [removed: pickup options for] online [removed: orders;] [added: order pickup options;] electronic shelf label capabilities; and the re-design of front-end areas, including reconfigured service desks, improved layouts in checkout areas, and expanded and enhanced self-checkout options.

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

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

In fiscal 2023, we experienced a year of moderation after the unprecedented growth of the prior three years, as we navigated the continued shift in consumer consumption trends away from goods and towards services and the impact of a rising interest rate environment.

We also focused on driving productivity throughout the business by lowering our product and transportation costs and initiating a plan to reduce our fixed cost structure by approximately $500 million, which we expect will be realized in fiscal 2024.

As the preferences and behaviors of our DIY customers are changing, we are investing in capabilities to better serve the needs of those customers.

We have a number of initiatives designed to drive growth with Pros, including those working on both simple and complex projects.

In October 2023, we announced changes to our leadership structure, aligning our outside sales and service business with our global store organization to better serve our Pros by leveraging our full ecosystem and newest capabilities.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

regional and national hardware stores; electrical, plumbing and building materials supply houses; and lumber yards.

Finally, we have also invested in compensation enhancements for our front-line associates, which we believe are contributing to lower attrition, increased associate engagement, and fewer safety incidents in our stores.

We believe these investments

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

In addition, we have identified areas that have experienced significant population growth or where market voids exist, and in fiscal 2023 we initiated a plan to open approximately 80 new stores over a five-year period to address those opportunities.

These new stores will help relieve pressure at existing high-volume stores and add stores in areas with less store coverage, helping us to improve the customer experience and drive revenue growth.

Investing in Associate Productivity. We continually strive to improve our store operations to remove complexity and inefficient processes, allowing our associates to spend more of their time serving our customers.

Our hdPhones also give our U.S. store associates access to Sidekick, an application that directs associates to bays where product is low or out of stock and helps our associates prioritize the highest value tasks more effectively.

To further support productivity, in fiscal 2023 we rolled out Computer Vision in our U.S. stores, which provides greater visibility into where product is located, including both on the shelves and in the overhead space, enabling strategically-directed tasking and improving on-shelf availability.

We accomplish this by creating a strong culture of safety, building on our core value of Taking Care of Our People, that starts from the top with engaged leaders who empower associates to make decisions that prioritize the safety of everyone.

We use data to identify areas of greatest risk, including emerging risks, and invest in tools, equipment and technology to reduce those risks in our packaging, processes, and behaviors.

Our associate training and awareness initiatives target individual roles and responsibilities, integrating with overall strategies that promote physical and psychological safety and mental wellness.

Our EH&S policies are woven into our everyday operations for site, district and regional teams, and integrate with operating platforms to provide safety line-of-sight to all leaders and associates.

We are also continuing to enhance our supply chain network, with our expanded fulfillment facilities designed to drive speed and reliability of delivery for our customers.

In many markets we offer same day or next day delivery of a multitude of products through our stores and fulfillment centers.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

including expansion of our last mile delivery capacity.

We will continue to invest in our supply chain network as needed to support our business.

Leaders participate in programs designed to

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

| United States | | | | | | 411,200 | | | | | | 88.8 | | % |

| Canada | | | | | | 33,800 | | | | | | 7.3 | | % |

| Mexico | | | | | | 17,800 | | | | | | 3.8 | | % |

| Total | | | | | | 463,100 | | | | | | 100% | | |

We also continue to work to ensure our store leadership structure supports both associate development and engagement as well as alignment across our organization.

In fiscal 2023, we also announced changes to our senior leadership structure to better align the outside sales and service team with the global store organization, so that both outside sales and store associates can better serve our Pros.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

| U.S. Workforce | | | | | | 49% | | | | | | 49% | | | | | | 2% | | | | | | 37% | | | | | | 62% | | | | | | 1% | | |

| U.S. Officers | | | | | | 25% | | | | | | 74% | | | | | | 1% | | | | | | 31% | | | | | | 68% | | | | | | 1% | | |

◦Increase the pipeline of diverse suppliers to be considered for engagement

We continuously make wage investments to ensure our compensation packages reflect the evolving circumstances across our markets.

We now plan to reduce our combined absolute Scope 1 and 2 emissions and our absolute Scope 3 Category 11 (“Use of Sold Products”) emissions by 42%, each by the end of fiscal 2030 from a fiscal 2020 base year.

The SBTi has validated that our enhanced goals conform with its criteria and has determined that our Scope 1 and 2 target is in line with a 1.5-degree Celsius trajectory.

In fiscal 2022, we continued to operate with agility to meet the challenges created by a fluid domestic and global business environment, including supply chain disruptions, tight labor market conditions, and ongoing inflationary pressures.

We also focused on driving productivity throughout the business to lower our costs.

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.

As a result, we have continued to focus on enhanced

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

providers of home improvement services and tool and equipment rental.

Investing in Associate Productivity. We continually strive to improve our store operations for our associates.

Our goal is to remove complexity and inefficient processes from the stores to allow our associates to focus on our customers.

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

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.

Our EH&S policies are woven into our everyday operations and are part of The Home Depot culture.

We are also continuing to expand our fulfillment network, investing in a significant number of new fulfillment facilities to drive speed and reliability of delivery for our customers and to help us ultimately meet our goal of reaching 90% of the U.S. population with same or next day delivery for extended home improvement product offerings, including big and bulky products.

As of the end of fiscal 2022, we have opened a number of additional fulfillment facilities, and we will continue to build out our fulfillment network to support our business.

| United States | | | | | | 418,900 | | | | | | 88.8% | | |

| Canada | | | | | | 34,500 | | | | | | 7.3% | | |

| Mexico | | | | | | 17,900 | | | | | | 3.8% | | |

| Total | | | | | | 471,600 | | | | | | 100% | | |

————

In fiscal 2022, we supported both associate development and engagement by starting the year with a new store leadership structure.

We are focused on building a workplace and retail space that reflect the customers and communities we are proud to serve.

| U.S. Workforce | | | | | | 48% | | | | | | 50% | | | | | | 2% | | | | | | 38% | | | | | | 62% | | | | | | 1% | | |

| U.S. Officers | | | | | | 26% | | | | | | 73% | | | | | | 2% | | | | | | 29% | | | | | | 69% | | | | | | 2% | | |

◦Increase diverse representation throughout our organization

◦Develop diverse suppliers by providing mentorship and sharing resources

We transitioned from the enhanced pay and benefits we provided for our associates in fiscal 2020 to alleviate some of the challenges presented by the COVID-19 pandemic to permanent compensation enhancements for our frontline, hourly associates, which we have continued to make since fiscal 2020.

Below are highlights of our sustainability strategy.

Our Environmental Goals. We currently have several goals to help address climate impact and reduce our environmental footprint:

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

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

| Year Announced | | | | | | Goal | | | | | | Goal Date | | | | | | Status | | |

| 2018 | | | | | | Cleaning Products Chemical Reduction: Eliminate certain added chemicals from residential household cleaning products sold in-store or online by the end of fiscal 2022 | | | | | | 2022 | | | | | | Complete (1) | | |

| 2019 | | | | | | Recyclable Packaging: Exclude expanded polystyrene foam (EPS) and polyvinyl chloride (PVC) film from the packaging of private-brand products we sell, replacing them with easier-to-recycle materials by the end of fiscal 2023 | | | | | | 2023 | | | | | | In Process | | |

| 2020 | | | | | | Renewable/Alternative Energy Sources: Produce or procure, on an annual basis, 335 megawatts of renewable or alternative energy by the end of fiscal 2025 | | | | | | 2025 | | | | | | In Process | | |

| 2021 | | | | | | 100% Renewable Electricity: Produce or procure renewable electricity equivalent to the needs for all Home Depot facilities worldwide by the end of fiscal 2030 | | | | | | 2030 | | | | | | In Process | | |

*(1) A de minimis number of suppliers are still in the process of reformulating and transitioning their product assortment.*

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

- *Store Operations and Renewable/Alternative Energy*.

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

We also utilize hydrogen fuel cell technology in a number of our forklifts to make our supply chain even more environmentally responsible.

- *CDP Participation*.

As previously reported, in April 2021 we entered into a civil consent decree with the U.S. Department of Justice, the EPA, and the states of Utah, Massachusetts, and Rhode Island.

The decree required certain changes to lead-safe work practices in our installation services business and provided for stipulated penalties for failure to perform by our third-party installers.

In the first quarter of fiscal 2023, the EPA informed us that it believes we owe certain penalties for violations by our third-party installers of documentation requirements under the decree.

We are engaged in discussions with the EPA regarding the basis for the stipulated penalties we allegedly owe under the decree.

While we cannot predict the amount of stipulated penalties we may ultimately owe to the EPA under the decree, we do not expect it to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

Further, we expect to recoup any amount we ultimately owe from corresponding fines we levy against our third-party installers.

| | | | | | | | | |

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

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

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

For the fiscal year ended January [removed: 29, 2023][added: 28, 2024]

[removed: ][added: ]

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 [removed: §240.10D-1(b).][added: § 240.10D-1(b).]

The aggregate market value of voting common stock held by non-affiliates of the registrant on July [removed: 29, 2022] [added: 28, 2023] was [removed: $308.0] [added: $331.5] billion.

The number of shares outstanding of the registrant’s common stock as of [removed: March 1, 2023] [added: February 28, 2024] was [removed: 1,014,955,506] [added: 991,015,773] shares.

Portions of the registrant’s proxy statement for the [removed: 2023] [added: 2024] 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](#i34ff7b01e284464c95e860d997837e7d_10)] [added: Terms](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_10)] | | | | | | [removed: [ii](#i34ff7b01e284464c95e860d997837e7d_10)] [added: [ii](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_10)] | | |

| [Forward-Looking [removed: Statements](#i34ff7b01e284464c95e860d997837e7d_13)] [added: Statements](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_13)] | | | | | | [removed: [iii](#i34ff7b01e284464c95e860d997837e7d_13)] [added: [iii](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_13)] | | |

| Item 1. | | | [removed: [Business](#i34ff7b01e284464c95e860d997837e7d_19).] [added: [Business](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_22).] | | | [removed: [1](#i34ff7b01e284464c95e860d997837e7d_19)] [added: [1](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_22)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i34ff7b01e284464c95e860d997837e7d_22).] [added: Factors](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25).] | | | [removed: [10](#i34ff7b01e284464c95e860d997837e7d_22)] [added: [10](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i34ff7b01e284464c95e860d997837e7d_25).] [added: Comments](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_28).] | | | [removed: [22](#i34ff7b01e284464c95e860d997837e7d_25)] [added: [22](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_28)] | | |

| Item 2. | | | [removed: [Properties](#i34ff7b01e284464c95e860d997837e7d_28).] [added: [Properties](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_34).] | | | [removed: [22](#i34ff7b01e284464c95e860d997837e7d_28)] [added: [23](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_34)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i34ff7b01e284464c95e860d997837e7d_31).] [added: Proceedings](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_37).] | | | [removed: [23](#i34ff7b01e284464c95e860d997837e7d_31)] [added: [25](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_37)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i34ff7b01e284464c95e860d997837e7d_34).] [added: Disclosures](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_40).] | | | [removed: [24](#i34ff7b01e284464c95e860d997837e7d_34)] [added: [25](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_40)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i34ff7b01e284464c95e860d997837e7d_40).] [added: Securities](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_46).] | | | [removed: [24](#i34ff7b01e284464c95e860d997837e7d_40)] [added: [26](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_46)] | | |

| Item 6. | | | [removed: [Reserved](#i34ff7b01e284464c95e860d997837e7d_43).] [added: [Reserved](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_49).] | | | [removed: [25](#i34ff7b01e284464c95e860d997837e7d_43)] [added: [27](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_49)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i34ff7b01e284464c95e860d997837e7d_46).] [added: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52).] | | | [removed: [25](#i34ff7b01e284464c95e860d997837e7d_46)] [added: [27](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i34ff7b01e284464c95e860d997837e7d_70).] [added: Risk](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_76).] | | | [removed: [32](#i34ff7b01e284464c95e860d997837e7d_70)] [added: [34](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i34ff7b01e284464c95e860d997837e7d_73).] [added: Data](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_79).] | | | [removed: [33](#i34ff7b01e284464c95e860d997837e7d_73)] [added: [35](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_79)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i34ff7b01e284464c95e860d997837e7d_133).] [added: Disclosure](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_139).] | | | [removed: [62](#i34ff7b01e284464c95e860d997837e7d_133)] [added: [66](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_139)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i34ff7b01e284464c95e860d997837e7d_136).] [added: Procedures](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_142).] | | | [removed: [63](#i34ff7b01e284464c95e860d997837e7d_136)] [added: [66](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_142)] | | |

| Item 9B. | | | [Other [removed: Information](#i34ff7b01e284464c95e860d997837e7d_142).] [added: Information](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_148).] | | | [removed: [65](#i34ff7b01e284464c95e860d997837e7d_142)] [added: [68](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_148)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i34ff7b01e284464c95e860d997837e7d_145).] [added: Inspections](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_151).] | | | [removed: [65](#i34ff7b01e284464c95e860d997837e7d_145)] [added: [68](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_151)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i34ff7b01e284464c95e860d997837e7d_151).] [added: Governance](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_157).] | | | [removed: [65](#i34ff7b01e284464c95e860d997837e7d_151)] [added: [68](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_157)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i34ff7b01e284464c95e860d997837e7d_154).] [added: Compensation](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_160).] | | | [removed: [66](#i34ff7b01e284464c95e860d997837e7d_154)] [added: [69](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_160)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i34ff7b01e284464c95e860d997837e7d_157).] [added: Matters](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_163).] | | | [removed: [66](#i34ff7b01e284464c95e860d997837e7d_157)] [added: [69](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_163)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i34ff7b01e284464c95e860d997837e7d_160).] [added: Independence](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_166).] | | | [removed: [66](#i34ff7b01e284464c95e860d997837e7d_160)] [added: [69](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_166)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i34ff7b01e284464c95e860d997837e7d_163).] [added: Services](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_169).] | | | [removed: [66](#i34ff7b01e284464c95e860d997837e7d_163)] [added: [69](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_169)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i34ff7b01e284464c95e860d997837e7d_169).] [added: Schedules](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_175).] | | | [removed: [67](#i34ff7b01e284464c95e860d997837e7d_169)] [added: [70](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_175)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i34ff7b01e284464c95e860d997837e7d_172).] [added: Summary](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_178).] | | | [removed: [71](#i34ff7b01e284464c95e860d997837e7d_172)] [added: [74](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_178)] | | |

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | i | | | [removed: ] [added: ] | | |

| Comparable sales | | | | | | As defined in the [Results of [removed: Operations](#i34ff7b01e284464c95e860d997837e7d_52)] [added: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_58)] section of MD&A | | |

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

| SG&A | | | | | | Selling, general, and administrative [added: expenses] | | |

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | ii | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

Forward-looking statements may relate to, among other things, the demand for our products and [removed: services;] [added: services, including as a result of macroeconomic conditions;] net sales growth; comparable sales; the effects of competition; our brand and reputation; implementation of [removed: store,] interconnected retail, [added: store,] 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; 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; [added: events that could disrupt our business, supply chain, technology infrastructure, or demand for our products and services, such as] international trade disputes, natural disasters, climate change, public health [removed: issues (including the continuing impacts of the COVID-19 pandemic and the related recovery),] [added: issues,] cybersecurity events, [added: geopolitical conflicts, and] military conflicts or acts of [removed: war, supply chain disruptions, and other business interruptions that could compromise data privacy or disrupt operation of our stores, distribution centers and other facilities,] [added: war;] our ability to [removed: operate or access communications, financial or banking systems, or supply or delivery of, or demand for, our products or services;] [added: maintain a safe and secure store environment;] our ability to address expectations regarding [removed: ESG] [added: environmental, social and governance] matters and meet [removed: ESG] [added: related] goals; continuation or suspension of share repurchases; net earnings performance; earnings per share; [removed: dividend targets;] [added: future dividends;] capital allocation and expenditures; liquidity; return on invested capital; expense leverage; 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 challenges of [added: operating in] international [removed: operations;] [added: markets;] the adequacy of insurance coverage; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of legal and regulatory changes, including changes to tax laws and regulations; store openings and closures; financial outlook; and the impact of acquired companies on our organization and the ability to recognize the anticipated benefits of any acquisitions.

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

Risk [removed: Factors](#i34ff7b01e284464c95e860d997837e7d_22),] [added: Factors](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25),] 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 [Part II, Item [removed: 7.][added: 7.](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52) [Management](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[’](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[s](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52) [Discussion and Analysis of Financial Condition and Results of Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52) in this report.]

| [PART I](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_19) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_31). | | | [22](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_31) | | |

| [PART II](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_43) | | | | | | | | |

| [PART III](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_154) | | | | | | | | |

| [PART IV](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_172) | | | | | | | | |

| [SIGNATURES](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_181) | | | | | | [75](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_181) | | |

| fiscal 2024 | | | | | | Fiscal year ending February 2, 2025 (includes 53 weeks) | | |

| SOFR | | | | | | Secured Overnight Financing Rate | | |

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

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

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

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

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

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

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

Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats.

We have implemented cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage such risks.

Our cybersecurity program prioritizes threat mitigation, while focusing on maintaining the integrity and resilience of our systems.

We leverage the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework as guidelines in the development of our cybersecurity program.

We also adhere to applicable Payment Card Industry Data Security Standards.

The cybersecurity risk management process and related governance processes are integrated into our broader enterprise risk management framework, which is designed to appropriately identify, prioritize, manage, and oversee risks.

Overseeing our cybersecurity efforts on a day-to-day basis is our cybersecurity team, led by our Chief Information Security Officer (“CISO”).

Our cybersecurity team, in partnership with third parties, designs and implements our data security and cybersecurity programs, risk assessments, monitoring procedures, and training programs for our associates.

We continue to make investments to enhance our ability to identify, protect from and detect security risks within our environment.

Monitoring and Mitigation. We maintain a range of tools and services to aid in and inform our monitoring and mitigation of cyber risks.

Throughout the year, internal teams conduct targeted audits and penetration tests.

We engage third parties to independently evaluate our cybersecurity maturity on an annual basis and perform a risk assessment, as well as to provide expertise as needed on various cybersecurity programs and issues.

We maintain a security operations center that is staffed around the clock to detect, mitigate, and respond to cyber threats.

In the event we identify a cybersecurity incident, we have defined procedures to respond to and recover from such incident as quickly as possible.

Our policies and procedures are reviewed periodically to ensure they remain aligned with current regulatory requirements and the current threat landscape.

We also have established classification and retention policies focused on limiting the risk of unauthorized exposure of customer, associate, and business data.

We maintain cybersecurity insurance to help provide protection against losses arising from significant security incidents.

The Company has an Incident Response Team (“IRT”), a cross-functional group with the expertise, authority and resources to act quickly, efficiently and appropriately to investigate, coordinate the response to, remediate, and communicate regarding a cybersecurity incident.

The IRT uses a detailed incident response plan that outlines and coordinates the actions we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess the severity of, escalate, contain, investigate, and remediate an incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

In addition, our IRT engages in tabletop exercises at least annually to simulate a response to a cybersecurity incident and uses the findings to improve our processes, plans and technologies.

Training. We provide data security and privacy awareness and training to all associates upon hire and on an annual basis, with additional customized, role-based training provided to targeted internal audiences.

In addition, we conduct periodic awareness campaigns and regular phishing email simulation tests to reinforce our new-hire and annual training and promote ongoing awareness of risks.

Vendor Security. We have a vendor risk management program that works to classify service provider or business partner risk based on several factors, including but not limited to data type accessed and/or retained.

Using a risk-based approach, we perform diligence and security risk assessments for certain vendors and service providers and include appropriate obligations in our contractual arrangements.

Cybersecurity Risks. We have not experienced any material cybersecurity incidents in the past fiscal year.

We face risks from cybersecurity threats that, if realized, may materially affect our business strategy, results of operations or financial condition.

Despite our efforts, we cannot provide full assurance that our cybersecurity risk management processes will be fully implemented, complied with or effective in preventing or mitigating future cybersecurity risks.

We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or, if realized, are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, in [Part I, Item 1A.

“Risk Factors”](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25).

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| Fiscal 2023 Form 10-K | | | 22 | | |  | | |

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

Governance

Our efforts to create a secure digital environment start with the governance and oversight of our data security and privacy policies and strategy.

At the Board level, cybersecurity is overseen by the full Board and by the Board’s Audit Committee, which has primary responsibility for overseeing cybersecurity and privacy risks.

At least quarterly, the Board and/or the Audit Committee receives reports on data protection and cybersecurity matters from senior information technology (“IT”) leaders, including our Chief Information Officer (“CIO”) and CISO, as well as the Chair of our Data Security and Privacy Governance Committee (discussed below).

In addition, at least annually, our full Board holds a meeting dedicated to cybersecurity topics.

Periodically, our Board receives presentations on cybersecurity matters from third-party cybersecurity experts.

The following table presents the percentage of our owned versus leased facilities in operation at the end of fiscal [removed: 2022,] [added: 2023,] along with the total square footage:

| Warehouses and distribution centers (2) | | | [removed: 4] [added: 3] | | % | | | | [removed: 96] [added: 97] | | % | | | | [removed: 103.1] [added: 111.5] | | |

| Offices and other (3) | | | [removed: 21] [added: 31] | | % | | | | [removed: 79] [added: 69] | | % | | | | [removed: 5.2] [added: 4.8] | | |

*(2)We operated over [removed: 400] [added: 500] warehouses and distribution centers at the end of fiscal [removed: 2022.*][added: 2023.*]

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 22] [added: 23] | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

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: 2022:][added: 2023:]

| Arkansas | | | 14 | | | | | | Maryland | | | 41 | | | | | | Pennsylvania | | | [removed: 70] [added: 71] | | |

| Florida | | | [removed: 156] [added: 158] | | | | | | Montana | | | 6 | | | | | | Texas | | | [removed: 182] [added: 183] | | |

| Georgia | | | 90 | | | | | | Nebraska | | | 8 | | | | | | Utah | | | [removed: 22] [added: 24] | | |

| Hawaii | | | [removed: 7] [added: 8] | | | | | | New Hampshire | | | 20 | | | | | | Virgin Islands | | | 2 | | |

| Illinois | | | 76 | | | | | | New Mexico | | | 13 | | | | | | Washington | | | [removed: 46] [added: 47] | | |

| | | | | | | | | | | | | | | | | | | Total U.S. | | | [removed: 2,007] [added: 2,015] | | |

The following table presents our store locations outside of the U.S. at the end of fiscal [removed: 2022:][added: 2023:]

| British Columbia | | | 26 | | | | | | Baja California | | | [removed: 6] [added: 7] | | | | | | Nuevo León | | | [removed: 13] [added: 14] | | |

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

| Quebec | | | 22 | | | | | | Distrito Federal | | | [removed: 10] [added: 11] | | | | | | Sonora | | | [removed: 4] [added: 5] | | |

| | | | | | | | | | | | | | | | | | | Total Mexico | | | [removed: 133] [added: 138] | | |

| Stores (1) | | | 89 | | % | | | | 11 | | % | | | | 242.3 | | |

| Total | | | | | | | | | | | | | | | 358.6 | | |

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

| Fiscal 2023 Form 10-K | | | 24 | | |  | | |

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

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

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

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

| Fiscal 2023 Form 10-K | | | 25 | | |  | | |

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

At [removed: March 1, 2023,] [added: February 28, 2024,] there were approximately [removed: 110,000] [added: 106,000] holders of record of our common stock and approximately [removed: 4,938,000] [added: 5,075,000] 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 [removed: January 28, 2018] [added: February 3, 2019] and assumes that all dividends were reinvested on the date paid.

[removed: ][added: ]

| | | | [removed: January 28, 2018 | | | | | |] February 3, 2019 | | | | | | February 2, 2020 | | | | | | January 31, 2021 | | | | | | January 30, 2022 | | | | | | January 29, 2023 | | | [added: | | | January 28, 2024 | | |]

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 24] [added: 26] | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

The following table presents the number and average price of shares purchased in each fiscal month of the fourth quarter of fiscal [removed: 2022:][added: 2023:]

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

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

*(2)On August [removed: 18, 2022,] [added: 14, 2023,] our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the previous authorization of [removed: $20.0] [added: $15.0] billion, which was approved on [removed: May 20, 2021.][added: August 18, 2022.]

[removed: This new] [added: The August 2023] authorization does not have a prescribed expiration date.*

During the fourth quarter of fiscal [removed: 2022,] [added: 2023,] we issued [removed: 483] [added: 521] 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 during the fourth quarter of fiscal [removed: 2022] [added: 2023] to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the form of deferred stock units instead of cash.

During the fourth quarter of fiscal [removed: 2022,] [added: 2023,] we credited [removed: 923] [added: 882] deferred stock units to participant accounts under the Restoration Plans pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans.

| The Home Depot | | | $ | 100.00 | | | | | $ | 127.07 | | | | | $ | 154.49 | | | | | $ | 213.45 | | | | | $ | 189.05 | | | | | $ | 218.01 | |

| S&P Retail Composite Index | | | 100.00 | | | | | | 120.61 | | | | | | 170.52 | | | | | | 180.58 | | | | | | 149.54 | | | | | | 199.20 | | |

| S&P 500 Index | | | 100.00 | | | | | | 121.54 | | | | | | 142.49 | | | | | | 172.40 | | | | | | 160.94 | | | | | | 196.50 | | |

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

| October 30, 2023 – November 26, 2023 | | | | | | 1,556,247 | | | | | | $ | 296.98 | | | | | 1,548,293 | | | | | | $ | 13,296,250,745 | |

| November 27, 2023 – December 24, 2023 | | | | | | 1,459,975 | | | | | | 331.80 | | | | | | 1,458,703 | | | | | | 12,812,264,193 | | |

| December 25, 2023 – January 28, 2024 | | | | | | 1,590,244 | | | | | | 350.32 | | | | | | 1,588,793 | | | | | | 12,255,680,392 | | |

| | | | | | | 4,606,466 | | | | | | 326.43 | | | | | | 4,595,789 | | | | | | | | |

*(3)Excludes excise taxes incurred on share repurchases.*

| 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 | | |

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

| 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 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i34ff7b01e284464c95e860d997837e7d_76)] [added: Firm](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_82)] | | | | | | [removed: [34](#i34ff7b01e284464c95e860d997837e7d_76)] [added: [36](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_82)] | | |

| [Consolidated Balance [removed: Sheets](#i34ff7b01e284464c95e860d997837e7d_79)] [added: Sheets](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_85)] | | | | | | [removed: [36](#i34ff7b01e284464c95e860d997837e7d_79)] [added: [38](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_85)] | | |

| [Consolidated Statements of [removed: Earnings](#i34ff7b01e284464c95e860d997837e7d_82)] [added: Earnings](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_88)] | | | | | | [removed: [37](#i34ff7b01e284464c95e860d997837e7d_82)] [added: [39](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i34ff7b01e284464c95e860d997837e7d_85)] [added: Income](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_91)] | | | | | | [removed: [38](#i34ff7b01e284464c95e860d997837e7d_85)] [added: [40](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_91)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i34ff7b01e284464c95e860d997837e7d_88)] [added: Equity](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_94)] | | | | | | [removed: [39](#i34ff7b01e284464c95e860d997837e7d_88)] [added: [41](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i34ff7b01e284464c95e860d997837e7d_91)] [added: Flows](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_97)] | | | | | | [removed: [40](#i34ff7b01e284464c95e860d997837e7d_91)] [added: [42](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i34ff7b01e284464c95e860d997837e7d_94)] [added: Statements](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_100)] | | | | | | [removed: [41](#i34ff7b01e284464c95e860d997837e7d_94)] [added: [43](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_100)] | | |

[removed: | [Note 1. Summary of Significant Accounting Policies](#i34ff7b01e284464c95e860d997837e7d_97) | | | | | | [41](#i34ff7b01e284464c95e860d997837e7d_97) | | |][added: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES]

| [Note [removed: 2.](#i34ff7b01e284464c95e860d997837e7d_100) [Segment Reporting](#i34ff7b01e284464c95e860d997837e7d_100) [and](#i34ff7b01e284464c95e860d997837e7d_100) [Net Sales](#i34ff7b01e284464c95e860d997837e7d_100)] [added: 2. Segment Reporting and Net Sales](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_106)] | | | | | | [removed: [48](#i34ff7b01e284464c95e860d997837e7d_100)] [added: [50](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_106)] | | |

| [Note 3. Property and [removed: Leases](#i34ff7b01e284464c95e860d997837e7d_103)] [added: Leases](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_109)] | | | | | | [removed: [49](#i34ff7b01e284464c95e860d997837e7d_103)] [added: [51](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_109)] | | |

[removed: | [Note 4. Debt and Derivative Instruments](#i34ff7b01e284464c95e860d997837e7d_106) | | | | | | [51](#i34ff7b01e284464c95e860d997837e7d_106) | | |][added: 5.DEBT AND DERIVATIVE INSTRUMENTS]

| [removed: [Note 5.] [added: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_115) [6](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_115)[.] Income [removed: Taxes](#i34ff7b01e284464c95e860d997837e7d_109)] [added: Taxes](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_115)] | | | | | | [removed: [55](#i34ff7b01e284464c95e860d997837e7d_109)] [added: [57](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_115)] | | |

| [removed: [Note 6.] [added: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_118) [7](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_118)[.] Stockholders' [removed: Equity](#i34ff7b01e284464c95e860d997837e7d_112)] [added: Equity](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_118)] | | | | | | [removed: [57](#i34ff7b01e284464c95e860d997837e7d_112)] [added: [61](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_118)] | | |

| [removed: [Note 7.] [added: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_121) [8](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_121)[.] Fair Value [removed: Measurements](#i34ff7b01e284464c95e860d997837e7d_115)] [added: Measurements](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_121)] | | | | | | [removed: [58](#i34ff7b01e284464c95e860d997837e7d_115)] [added: [61](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_121)] | | |

| [removed: [Note 8.] [added: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_124) [9](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_124)[.] Stock-Based [removed: Compensation](#i34ff7b01e284464c95e860d997837e7d_118)] [added: Compensation](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_124)] | | | | | | [removed: [59](#i34ff7b01e284464c95e860d997837e7d_118)] [added: [62](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_124)] | | |

| [removed: [Note 9.] [added: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_127) [10](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_127)[.] Employee Benefit [removed: Plans](#i34ff7b01e284464c95e860d997837e7d_121)] [added: Plans](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_127)] | | | | | | [removed: [61](#i34ff7b01e284464c95e860d997837e7d_121)] [added: [65](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_127)] | | |

| [removed: [Note 10.] [added: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_130) [11](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_130)[.] Weighted Average Common [removed: Shares](#i34ff7b01e284464c95e860d997837e7d_124)] [added: Shares](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_130)] | | | | | | [removed: [62](#i34ff7b01e284464c95e860d997837e7d_124)] [added: [65](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_130)] | | |

| [removed: [Note 11.] Commitments and [removed: Contingencies](#i34ff7b01e284464c95e860d997837e7d_127)] [added: contingencies (Note 12)] | | | | | | [removed: [62](#i34ff7b01e284464c95e860d997837e7d_127)] | | | [added: | | |]

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 33] [added: 35] | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

We have audited the accompanying consolidated balance sheets of The Home Depot, Inc. and [added: its] subsidiaries (the Company) as of January [removed: 29, 2023] [added: 28, 2024] and January [removed: 30, 2022,] [added: 29, 2023,] 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: 29, 2023,] [added: 28, 2024,] 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: 29, 2023] [added: 28, 2024] and January [removed: 30, 2022,] [added: 29, 2023,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended January [removed: 29, 2023,] [added: 28, 2024,] 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: 29, 2023,] [added: 28, 2024,] 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: 15, 2023] [added: 13, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 34] [added: 36] | | | [removed: ] [added: ] | | |

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 35] [added: 37] | | | [removed: ] [added: ] | | |

| in millions, except per share data | | | January [removed: 29, 2023] [added: 28, 2024] | | | | | | January [removed: 30, 2022] [added: 29, 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 2,757] [added: 3,760] | | | | | $ | [removed: 2,343] [added: 2,757] | |

| Receivables, net | | | [removed: 3,317] [added: 3,328] | | | | | | [removed: 3,426] [added: 3,317] | | |

| Merchandise inventories | | | [removed: 24,886] [added: 20,976] | | | | | | [removed: 22,068] [added: 24,886] | | |

| Other current assets | | | [removed: 1,511] [added: 1,711] | | | | | | [removed: 1,218] [added: 1,511] | | |

| Total current assets | | | [removed: 32,471] [added: 29,775] | | | | | | [removed: 29,055] [added: 32,471] | | |

| Net property and equipment | | | [added: $ | 26,154 | | | | | $ |] 25,631 | | | | | [added: $] | 25,199 | | [removed: |]

| Operating lease right-of-use assets | | | [removed: 6,941] [added: 7,884] | | | | | | [removed: 5,968] [added: 6,941] | | |

| Goodwill | | | [removed: 7,444] [added: 8,455] | | | | | | [removed: 7,449] [added: 7,444] | | |

| Other assets | | | [removed: 3,958] [added: 4,262] | | | | | | [removed: 4,205] [added: 3,958] | | |

| Total assets | | | $ | [removed: 76,445] [added: 76,530] | | | | | $ | [removed: 71,876] [added: 76,445] | |

| [removed: Short-term debt |] [added: (Repayments of) proceeds from short-term debt, net] | | [removed: $] | — | | | | | [removed: $] | [added: (1,035) | | | | | |] 1,035 | | [added: |]

| Accounts payable | | | [removed: 11,443] [added: $] | [added: 10,037] | | | | | [removed: 13,462] [added: $] | [added: 11,443] | |

| Accrued salaries and related expenses | | | [removed: 1,991] [added: 2,096] | | | | | | [removed: 2,426] [added: 1,991] | | |

| [Note 4](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25838523254300)[. Goodwill and Intangible Assets](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25838523254300) | | | | | | [53](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25838523254300) | | |

| [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_136) [13](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_136)[.](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_136) [Acquisition](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_136)[s](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_136) | | | | | | [65](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_136) | | |

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

March 13, 2024

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

| Net earnings | | | 15,143 | | | | | | 17,105 | | | | | | 16,433 | | |

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

| Net earnings | | | $ | 15,143 | | | | | $ | 17,105 | | | | | $ | 16,433 | |

| Cash dividends | | | (8,383) | | | | | | (7,789) | | | | | | (6,985) | | |

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

| in millions | | | January 28, 2024 | | | | | | January 29, 2023 | | |

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

The quantitative test for goodwill impairment was performed by determining the fair value of the reporting units using a combination of discounted cash flow and market-based approaches.

Additional information regarding our goodwill is included in [Note 4](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25838523254300).

We evaluate our definite-lived intangible assets for impairment when evidence exists that certain triggering events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

Additional information regarding our intangible assets is included in [Note 4](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25838523254300).

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

Supplier Finance Programs

We have a supplier finance program whereby we have entered into payment processing agreements with several financial institutions.

Under these agreements, the financial institutions act as our paying agents with respect to accounts payable due to certain suppliers.

Participating suppliers may, at their sole discretion, elect to receive payment for one or more of our payment obligations, prior to their scheduled due dates, at a discounted price from participating financial institutions.

We are not a party to the agreements between the participating financial institutions and the suppliers in connection with the program, and our rights and obligations to our suppliers are not impacted.

We do not reimburse suppliers for any costs they incur for participation in the program.

We have not pledged any assets as security or provided any guarantees as part of the program.

We have no economic interest in our suppliers’ decisions to participate in the program.

Our responsibility is limited to making payment to the respective financial institution according to the terms originally negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution.

The payment terms we negotiate with our suppliers are consistent, irrespective of whether a supplier participates in the program.

Our current payment terms with a majority of our suppliers generally range from 30 to 60 days, which we deem to be commercially reasonable.

Our outstanding payment obligations under our supplier finance program were $514 million at January 28, 2024, and $480 million at January 29, 2023 and are recorded within accounts payable on the consolidated balance sheets.

The associated payments are included in operating activities within the consolidated statements of cash flows.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as a part of the cost basis of the shares within treasury stock.

Revenue Recognition

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

Net advertising expense included in SG&A was $1.1 billion, $1.1 billion, and $1.0 billion for fiscal 2023, 2022, and 2021, respectively.

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

| [Note 12. HD Supply Acquisition](#i34ff7b01e284464c95e860d997837e7d_130) | | | | | | [62](#i34ff7b01e284464c95e860d997837e7d_130) | | |

March 15, 2023

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

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

| in millions | | | Fiscal | | | | | | Fiscal | | | | | | Fiscal | | |

| (Repayments of) proceeds from short-term debt, net | | | (1,035) | | | | | | 1,035 | | | | | | (974) | | |

| | | | | | |

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

We performed a qualitative assessment to determine if there were any indicators of impairment and concluded that while there have been events and circumstances in the macro-environment that have impacted us, we have not experienced any entity-specific indicators that would indicate that it is more likely than not that the fair value of any of our reporting units were less than their carrying amounts.

| in millions | | | Fiscal | | | | | | Fiscal | | |

| Acquisitions (1) | | | — | | | | | | 323 | | |

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

| Fiscal 2023 | | | $ | 178 | |

| Thereafter | | | 1,795 | | |

| Total | | | $ | 2,674 | |

recognized in earnings.

Derivative instruments that are not designated as hedges, if any, are recorded at fair value with unrealized gains or losses reported in earnings each period in the same financial statement line item as the hedged item.

Net Sales

Adjustments related to changes in return estimates were immaterial in fiscal 2022, fiscal 2021, and fiscal 2020.

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

| Net advertising expense | | | $ | 1,085 | | | | | $ | 1,044 | | | | | $ | 909 | |

ASU No. 2021-10. In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance (Topic 832),” to improve the transparency of government assistance received by business entities that are accounted for by applying either the International Accounting Standards 20 grant model or Accounting Standards Codification 958-605 contribution model by analogy.

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

On January 31, 2022, we adopted ASU No. 2021-10 with no impact to our financial statements or related disclosures as the transactions in scope of this guidance were immaterial.

ASU No. 2020-04 is effective as of March 12,

| Total lease cost | | | | | | | | | $ | 2,046 | | | | | $ | 1,886 | | | | | $ | 1,338 | |

| Fiscal 2023 | | | $ | 1,152 | | | | | $ | 347 | |

| Fiscal 2027 | | | 769 | | | | | | 278 | | |

| Thereafter | | | 3,446 | | | | | | 2,449 | | |

These leases are expected to commence primarily in fiscal 2023 with lease terms of up to 30 years.*

In July 2022, we expanded our commercial paper program from $3.0 billion to $5.0 billion to further enhance our financial flexibility.

These facilities replaced our previously existing five-year $2.0 billion credit facility, which was scheduled to expire in December 2023, and our 364-day $1.0 billion credit facility, which was scheduled to expire in December 2022.

At January 29, 2023, we had no borrowings outstanding under our commercial paper program, and at January 30, 2022, we had $1.0 billion of borrowings outstanding under our commercial paper program with a weighted-average interest rate of 0.1%.

| Floating rate senior notes due March 2022 | | | Quarterly | | | | | | $ | — | | | | | $ | — | | | | | $ | 300 | |

March 2022 Issuance. In March 2022, we issued four tranches of senior notes.

- The first tranche consisted of $500 million of 2.70% senior notes due April 15, 2025 at a discount of $1 million.

- The second tranche consisted of $750 million of 2.875% senior notes due April 15, 2027 at a discount of $4 million.

- The third tranche consisted of $1.25 billion of 3.25% senior notes due April 15, 2032 at a discount of $6 million.

- The fourth tranche consisted of $1.5 billion of 3.625% senior notes due April 15, 2052 at a discount of $32 million.

- Issuance costs totaled $22 million.

| | | | | | | | | |

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

| 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: 29, 2023] [added: 28, 2024] 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: 29, 2023] [added: 28, 2024] 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: 29, 2023] [added: 28, 2024] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended January [removed: 29, 2023] [added: 28, 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 63] [added: 66] | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

We have audited The Home Depot, Inc. and [added: its] subsidiaries' (the Company) internal control over financial reporting as of January [removed: 29, 2023,] [added: 28, 2024,] 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: 29, 2023,] [added: 28, 2024,] 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: 29, 2023] [added: 28, 2024] and January [removed: 30, 2022,] [added: 29, 2023,] 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: 29, 2023,] [added: 28, 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 15, 2023] [added: 13, 2024] expressed an unqualified opinion on those consolidated financial statements.

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 64] [added: 67] | | | [removed: ] [added: ] | | |

March 13, 2024

[Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)

March 15, 2023

During the fiscal quarter ended January 28, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of the SEC’s Regulation S-K.

Not applicable.

Information required by this item, other than the information regarding the executive officers set forth below, is incorporated by reference to the sections entitled “Election of Directors,” “Corporate Governance,” “General,” and “Audit Committee Report” in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders (“Proxy Statement”).

BASTEK, age [removed: 56,] [added: 57,] has been Executive Vice President – Merchandising, since March 2023.

Prior to that role, he was Merchandising Vice President [removed: of] [added: for] hardware and tools from December 2013 to January 2019.

[removed: ANN-MARIE CAMPBELL,] [added: HECTOR PADILLA,] age [removed: 57,] [added: 49,] has been Executive Vice President – U.S. Stores and [removed: International] Operations since [removed: October 2020.][added: November 2023.]

From [added: October 2020 to October 2023, she served as Executive Vice President – U.S. Stores and International Operations, from] February 2016 to October 2020, she served as Executive Vice President – U.S. Stores, from January 2009 to February 2016, she served as Division President of the Southern Division, and from December 2005 to January 2009, she served as Vice President – Vendor Services.

CAREY, age [removed: 58,] [added: 59,] has been Executive Vice President – Customer Experience since April 2022.

JOHN DEATON, age [removed: 49,] [added: 50,] has been Executive Vice President – Supply Chain & Product Development since November 2021.

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

DECKER, age [removed: 60,] [added: 61,] has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022.

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 65] [added: 68] | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

HOURIGAN, age [removed: 66,] [added: 67,] has been Executive Vice President – Human Resources since June 2017.

McPHAIL, age [removed: 52,] [added: 53,] has been Executive Vice President and Chief Financial Officer since September 2019.

He previously served as [added: Executive Vice President – Outside Sales & Services from May 2021 to October 2023,] Division President of the Southern Division from June 2017 to May 2021, and Senior Vice President – Operations from November 2014 to June 2017.

TERESA WYNN ROSEBOROUGH, age [removed: 64,] [added: 65,] has been Executive Vice President, General Counsel and Corporate Secretary since November 2011.

FAHIM SIDDIQUI, age [removed: 56,] [added: 57,] has been Executive Vice President and Chief Information Officer since April 2022.

ANN-MARIE CAMPBELL, age 58, has been Senior Executive Vice President since November 2023.

HECTOR PADILLA, age 48, has been Executive Vice President – Outside Sales & Service since May 2021.

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 66] [added: 69] | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]

- Consolidated Balance Sheets as of January [removed: 29, 2023] [added: 28, 2024] and January [removed: 30, 2022;][added: 29, 2023;]

- Consolidated Statements of Earnings for fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021,] [added: 2022,] and fiscal [removed: 2020;][added: 2021;]

- Consolidated Statements of Comprehensive Income for fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021,] [added: 2022,] and fiscal [removed: 2020;][added: 2021;]

- Consolidated Statements of Stockholders’ Equity for fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021,] [added: 2022,] and fiscal [removed: 2020;][added: 2021;]

- Consolidated Statements of Cash Flows for fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021,] [added: 2022,] and fiscal [removed: 2020;] [added: 2021;] and

All schedules are [removed: omitted] [added: omitted,] as the required information is inapplicable or the information is presented in our consolidated financial statements or related notes.

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

| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of The Home Depot, Inc.](http://www.sec.gov/Archives/edgar/data/354950/000119312511239167/dex31.htm) | | | | | | Form 10-Q for the fiscal quarter ended July 31, 2011, Exhibit 3.1 | | | [added: | | | | | | | | | | | |]

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

| 4.1 | | | | | | [Indenture, dated as of May 4, 2005, between The Home Depot, Inc. and The Bank of New York Mellon Trust Company, 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 | | | [added: | | | | | | | | | | | |]

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

| 4.3 | | | | | | [Form of 5.875% Senior Note due December 16, 2036](http://www.sec.gov/Archives/edgar/data/354950/000119312506256300/dex43.htm) | | | | | | Form 8-K filed December 19, 2006, Exhibit 4.3 | | | [added: | | | | | | | | | | | |]

| 4.4 | | | | | | [Form of 5.40% Senior Note due September 15, 2040](http://www.sec.gov/Archives/edgar/data/354950/000119312510207883/dex42.htm) | | | | | | Form 8-K filed September 10, 2010, Exhibit 4.2 | | | [added: | | | | | | | | | | | |]

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

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

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

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

| 4.9 | | | | | | [Form of 4.875% Senior Note due February 15, 2044](http://www.sec.gov/Archives/edgar/data/354950/000119312513362849/d595554dex44.htm) | | | | | | Form 8-K filed September 10, 2013, Exhibit 4.4 | | | [added: | | | | | | | | | | | |]

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

| Fiscal [removed: 2022] [added: 2023] Form 10-K | | | [removed: 67] [added: 70] | | | [removed: ] [added: ] | | |

[removed: [Table](#i34ff7b01e284464c95e860d997837e7d_7) [of](#i34ff7b01e284464c95e860d997837e7d_7) [Contents](#i34ff7b01e284464c95e860d997837e7d_7)][added: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)]