Item 15. Exhibit and Financial Statement Schedules.

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Item 15. Exhibit and Financial Statement Schedules.

The following documents are filed as part of this report:

  1. Financial Statements

The following financial statements are set forth in Item 8 hereof:

  • Report of Independent Registered Public Accounting Firm (KPMG LLP, Atlanta, GA, Auditor Firm ID: 185);

  • Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023;

  • Consolidated Statements of Earnings for fiscal 2023, fiscal 2022, and fiscal 2021;

  • Consolidated Statements of Comprehensive Income for fiscal 2023, fiscal 2022, and fiscal 2021;

  • Consolidated Statements of Stockholders’ Equity for fiscal 2023, fiscal 2022, and fiscal 2021;

  • Consolidated Statements of Cash Flows for fiscal 2023, fiscal 2022, and fiscal 2021; and

  • Notes to Consolidated Financial Statements.

  1. Financial Statement Schedules

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

  1. Exhibits

Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below. Our Current, Quarterly, and Annual Reports are filed with the SEC under File No. 1-8207. Our Registration Statements have the file numbers noted wherever such statements are identified in the following list of exhibits. We will furnish a copy of any exhibit to shareholders without charge upon written request to Investor Relations, The Home Depot, Inc., 2455 Paces Ferry Road, Atlanta, Georgia 30339, via the internet at http://ir.homedepot.com, or by calling Investor Relations at (770) 384-2871.

ExhibitDescriptionReference
3.1Amended and Restated Certificate of Incorporation of The Home Depot, Inc.Form 10-Q for the fiscal quarter ended July 31, 2011, Exhibit 3.1
3.2By-Laws of The Home Depot, Inc. (Amended and Restated Effective February 23, 2023)Form 8-K filed February 28, 2023, Exhibit 3.2
4.1Indenture, 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 TrusteeForm S-3 (File No. 333-124699) filed May 6, 2005, Exhibit 4.1
4.2Indenture, dated as of August 24, 2012, between The Home Depot, Inc. and Deutsche Bank Trust Company Americas, as TrusteeForm S-3 (File No. 333-183621) filed August 29, 2012, Exhibit 4.3
4.3Form of 5.875% Senior Note due December 16, 2036Form 8-K filed December 19, 2006, Exhibit 4.3
4.4Form of 5.40% Senior Note due September 15, 2040Form 8-K filed September 10, 2010, Exhibit 4.2
4.5Form of 5.95% Senior Note due April 1, 2041Form 8-K filed March 31, 2011, Exhibit 4.2
4.6Form of 2.700% Senior Note due April 1, 2023Form 8-K filed April 5, 2013, Exhibit 4.2
4.7Form of 4.200% Senior Note due April 1, 2043Form 8-K filed April 5, 2013, Exhibit 4.3
4.8Form of 3.750% Senior Note due February 15, 2024Form 8-K filed September 10, 2013, Exhibit 4.3
4.9Form of 4.875% Senior Note due February 15, 2044Form 8-K filed September 10, 2013, Exhibit 4.4
4.10Form of 4.40% Senior Note due March 15, 2045Form 8-K filed June 12, 2014, Exhibit 4.3
4.11Form of 4.250% Senior Note due April 1, 2046Form 8-K filed June 2, 2015, Exhibit 4.3
4.12Form of 3.35% Note due September 15, 2025Form 8-K filed September 15, 2015, Exhibit 4.3
4.13Form of 3.000% Senior Note due April 1, 2026Form 8-K filed February 12, 2016, Exhibit 4.3
Fiscal 2023 Form 10-K70thdpms5prcntrulemediuma21 (1).jpg

Table of Contents

ExhibitDescriptionReference
4.14Form of 4.250% Senior Note due April 1, 2046Form 8-K filed February 12, 2016, Exhibit 4.4
4.15Form of 2.125% Note due September 15, 2026Form 8-K filed September 15, 2016, Exhibit 4.2
4.16Form of 3.500% Note due September 15, 2056Form 8-K filed September 15, 2016, Exhibit 4.3
4.17Form of 3.900% Note due June 15, 2047Form 8-K filed June 5, 2017, Exhibit 4.4
4.18Form of 2.800% Note due September 14, 2027Form 8-K filed September 14, 2017, Exhibit 4.2
4.19Form of 3.900% Note due December 6, 2028Form 8-K filed December 6, 2018, Exhibit 4.4
4.20Form of 4.500% Note due December 6, 2048Form 8-K filed December 6, 2018, Exhibit 4.5
4.21Form of 2.950% Note due June 15, 2029Form 8-K filed June 17, 2019, Exhibit 4.2
4.22Form of 3.900% Note due June 15, 2047Form 8-K filed June 17, 2019, Exhibit 4.3
4.23Form of 2.950% Note due June 15, 2029Form 8-K filed January 13, 2020, Exhibit 4.2
4.24Form of 3.125% Note due December 15, 2049Form 8-K filed January 13, 2020, Exhibit 4.3
4.25Form of 2.500% Note due April 15, 2027Form 8-K filed March 30, 2020, Exhibit 4.2
4.26Form of 2.700% Note due April 15, 2030Form 8-K filed March 30, 2020, Exhibit 4.3
4.27Form of 3.300% Note due April 15, 2040Form 8-K filed March 30, 2020, Exhibit 4.4
4.28Form of 3.350% Note due April 15, 2050Form 8-K filed March 30, 2020, Exhibit 4.5
4.29Form of 0.900% Note due March 15, 2028Form 8-K filed January 7, 2021, Exhibit 4.2
4.30Form of 1.375% Note due March 15, 2031Form 8-K filed January 7, 2021, Exhibit 4.3
4.31Form of 2.375% Note due March 15, 2051Form 8-K filed January 7, 2021, Exhibit 4.4
4.32Form of 1.500% Note due September 15, 2028Form 8-K filed September 21, 2021, Exhibit 4.2
4.33Form of 1.875% Note due September 15, 2031Form 8-K filed September 21, 2021, Exhibit 4.3
4.34Form of 2.750% Note due September 15, 2051Form 8-K filed September 21, 2021, Exhibit 4.4
4.35Form of 2.700% Note due April 15, 2025Form 8-K filed March 28, 2022, Exhibit 4.2
4.36Form of 2.875% Note due April 15, 2027Form 8-K filed March 28, 2022, Exhibit 4.3
4.37Form of 3.250% Note due April 15, 2032Form 8-K filed March 28, 2022, Exhibit 4.4
4.38Form of 3.625% Note due April 15, 2052Form 8-K filed March 28, 2022, Exhibit 4.5
4.39Form of 4.000% Note due September 15, 2025Form 8-K filed September 19, 2022, Exhibit 4.2
4.40Form of 4.500% Note due September 15, 2032Form 8-K filed September 19, 2022, Exhibit 4.3
4.41Form of 4.950% Note due September 15, 2052Form 8-K filed September 19, 2022, Exhibit 4.4
4.42Form of 5.125% Note due April 30, 2025Form 8-K filed December 4, 2023, Exhibit 4.2
4.43Form of 4.950% Note due September 30, 2026Form 8-K filed December 4, 2023, Exhibit 4.3
4.45Form of 4.900% Note due April 15, 2029Form 8-K filed December 4, 2023, Exhibit 4.4
4.46Description of SecuritiesForm 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33
10.1†The Home Depot, Inc. 1997 Omnibus Stock Incentive PlanForm 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1
10.2†Form of Executive Employment Death Benefit AgreementForm 10-K for the fiscal year ended February 3, 2013, Exhibit 10.2
10.3†The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)Form 8-K filed August 20, 2007, Exhibit 10.1
10.4†Amendment No. 1 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)Form 10-K for the fiscal year ended January 31, 2010, Exhibit 10.4
10.5†Amendment No. 2 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)Form 10-K for the fiscal year ended January 31, 2021, Exhibit 10.5
10.6†The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 10-Q for the fiscal quarter ended July 31, 2022, Exhibit 10.1
Fiscal 2023 Form 10-K71thdpms5prcntrulemediuma21 (1).jpg

Table of Contents

ExhibitDescriptionReference
10.7†The Home Depot FutureBuilder Restoration PlanForm 8-K filed August 20, 2007, Exhibit 10.2
10.8†Amendment No.1 to The Home Depot FutureBuilder Restoration PlanForm 10-K for the fiscal year ended February 2, 2014, Exhibit 10.8
10.9†HD Supply Restoration PlanForm 10-K for the fiscal year ended January 29, 2023, Exhibit 10.9
10.10†The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation PlanForm 8-K filed August 20, 2007, Exhibit 10.3
10.11†The Home Depot Amended and Restated Management Incentive Plan (effective January 31, 2022)Form 8-K filed May 24, 2022, Exhibit 10.1
10.12†The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2012Form 10-Q for the fiscal quarter ended April 29, 2012, Exhibit 10.1
10.13†Form of Executive Officer Restricted Stock Award Pursuant to The Home Depot, Inc. 1997 Omnibus Stock Incentive PlanForm 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.1
10.14†Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive PlanForm 8-K filed November 15, 2007, Exhibit 10.1
10.15†Form of Executive Officer Equity Award Terms and Conditions Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 6, 2013, Exhibit 10.1
10.16†Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 8, 2016, Exhibit 10.1
10.17†Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive PlanForm 10-K for the fiscal year ended January 29, 2017, Exhibit 10.21
10.18†Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed February 28, 2018, Exhibit 10.3
10.19†Form of Executive Officer Equity Award Agreement (Performance-Based Restricted Stock) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 4, 2019, Exhibit 10.2
10.20†Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 4, 2019, Exhibit 10.3
10.21†Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 2, 2020, Exhibit 10.1
10.22†Form of Executive Officer Restricted Stock and Stock Option Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.4
10.23†Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 1, 2021, Exhibit 10.1
Fiscal 2023 Form 10-K72thdpms5prcntrulemediuma21 (1).jpg

Table of Contents

ExhibitDescriptionReference
10.24†Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed May 24, 2022, Exhibit 10.2
10.25†Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed May 24, 2022, Exhibit 10.3
10.26†Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed February 28, 2023, Exhibit 10.1
10.27†Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed February 28, 2023, Exhibit 10.2
10.29†Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed May 24, 2022, Exhibit 10.4
10.30†Employment Arrangement between Edward P. Decker and The Home Depot, Inc., dated February 24, 2022Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.1
10.31†Employment Arrangement between Richard V. McPhail and The Home Depot, Inc., dated October 1, 2020Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1
10.34†Employment Arrangement between Ann-Marie Campbell and The Home Depot, Inc., dated October 25, 2023Form 10-Q for the fiscal quarter ended October 29, 2023, Exhibit 10.1
10.35†Separation Agreement between Jeffrey G. Kinnaird and The Home Depot, Inc., dated April 17, 2023Form 10-Q for the fiscal quarter ended April 30, 2023, Exhibit 10.3
10.36†Employment Arrangement between Matthew A. Carey and The Home Depot, Inc., dated April 19, 2022Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.3
10.37†*Employment Arrangement between Teresa Wynn Roseborough and The Home Depot, Inc., dated September 28, 2011
21*List of Subsidiaries of the Company
23*Consent of Independent Registered Public Accounting Firm
31.1*Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a)
31.2*Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)
32.1‡Certification of the Chair, President and Chief Executive Officer furnished pursuant Section 906 of the Sarbanes-Oxley Act of 2002
32.2‡Certification of Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97*The Home Depot, Inc. Executive Compensation Clawback Policy
Fiscal 2023 Form 10-K73thdpms5prcntrulemediuma21 (1).jpg

Table of Contents

ExhibitDescriptionReference
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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† Management contract or compensatory plan or arrangement

  • Filed herewith

‡ Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of the SEC’s Regulation S-K

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