Home Depot (HD) 10-K risk factor changes: FY2024 vs FY2023

Our business, results of operations, [removed: and] [added: cash flows,] financial condition [added: and prospects] are subject to numerous risks and uncertainties.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also [removed: impair] [added: impact] our business operations.

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

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)] [added: Operations](#i67080f5ae94d4415b551275add3209ce_52)] and our consolidated financial statements and related notes in Item 8.

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

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

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

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

Failure to successfully manage these factors and offer competitive delivery and pickup options could negatively impact [removed: our profit margins and] the demand for our [removed: products.][added: products and services and our profit margins.]

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 10] [added: 9] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

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

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

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

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

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

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

[removed: The coordinated operation of our network of physical] stores, [added: branches,] distribution facilities, and online platforms is fundamental to the success of our interconnected strategy.

Failure to provide a relevant and effective 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 [added: otherwise timely identify or respond to changing customer 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.]

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 11] [added: 10] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

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

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

Negative incidents can erode trust and confidence quickly, and adverse publicity about [removed: us] [added: us, regardless of its accuracy or the reputability of its source,] could damage our brand and reputation; undermine our customers’ confidence in us; reduce demand for our products and [removed: services;] [added: services, including as a result of boycotts;] affect our ability to recruit, engage, motivate and retain associates; attract regulatory [removed: scrutiny;] [added: scrutiny, investigations or litigation;] and impact our relationships with current and potential suppliers and vendors.

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

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

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

If [removed: our ESG-related] data, [removed: processes] [added: processes,] and reporting [added: related to these matters] are incomplete or inaccurate, we could face regulatory scrutiny, litigation and/or adverse reputational impacts.

Customers are also increasingly using social media to provide feedback and information about [removed: our] [added: the] Company, including our products and services, in a manner that can be quickly and broadly disseminated.

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

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

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

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 12] [added: 11] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

If we are unable to manage and expand these alliances and relationships, maintain favorable terms with current suppliers, or identify alternative sources for comparable brand name and proprietary products, we may not be able to effectively execute product differentiation, which may impact our sales and gross [removed: margin results.][added: margin.]

Our suppliers’ business practices and positions may also be attributed to us, regardless of [removed: our] [added: the] 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.

We regularly consider and enter into strategic transactions, including mergers, acquisitions, investments, alliances, and other growth and market expansion [removed: strategies.][added: strategies, such as our acquisition of SRS in the second quarter of fiscal 2024.]

Integration [removed: can be] [added: is] a complex and time-consuming process, and if the integration is not fully successful or is delayed for a material period of time, we may not achieve the anticipated synergies or benefits of the acquisition.

The changing [removed: enforcement] [added: regulatory] landscape may result in additional costs or delays that affect the anticipated outcome of a [removed: transaction.][added: transaction, including as a result of the enforcement environment.]

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

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

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

With respect to some products and services, we also compete

The coordinated operation of our network of physical

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

Partnerships with celebrities and social media content creators may also expose us to brand and reputational risks.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

Our ability to meet our labor needs while

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

A limited number of our associates at SRS are represented by labor unions, and we are also subject to labor union efforts to organize groups of our associates from time to time.

As a result, we or our service providers could experience, and on occasion have experienced, errors, interruptions, delays or cessations of service in key portions of our information technology

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

In addition to supporting our DIY and DIFM customers, we make other resources available that are designed to help serve the needs of Pros working on complex projects.

In recent years, ports in the U.S. and elsewhere have been

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

The continued availability of remote or hybrid working arrangements has also expanded the possible attack surface areas and increased risks posed by insider threats, as our interactions with associates, contractors and third-party service providers increasingly occur on information systems, networks and environments over which we have less control and which may be more difficult to monitor.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

aims and goals, which may include espionage, monetary gain, disruption, and destruction.

Similarly, there may be increased activities by organized or coordinating groups of cyber criminals who seek to attack larger organizations’ data or systems for their own aims and goals, which can include financial gain.

When our systems or those of our third-party service providers on which we rely are breached or attacked, we may also suffer, and on some occasions have suffered, an outage, failure, or unavailability of data or information technology systems, and interruptions to our business operations while such breach or attack is being remedied; this may impact data or systems operated by us or by third-party service providers.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

Trade credit offerings are an important part of serving Pros, including SRS customers, and we anticipate expanding our Pro House Account trade credit program as we further develop our capabilities.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

For instance, certain of the Company’s suppliers have also been involved in litigation or governmental enforcement actions related to perfluoroalkyl and polyfluoroalkyl substances, also known as “PFAS,” and we could be exposed to similar actions.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

In an effort to address inflation, central banks raised interest rates.

Notwithstanding recent rate cuts, the high interest rate environment that persisted throughout fiscal 2024 has adversely impacted and may continue to adversely impact demand for larger remodeling projects.

Additionally, the inflationary outlook in the U.S. is currently uncertain, and persistent or increasing inflation could lead to a reversal of recent reductions in interest rates.

Changes in, expanded regulatory investigations or

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While recent changes in the U.S. administration and Congress have and are expected to continue to lead to adoption and implementation of new laws, executive orders, regulations, policies, or reforms, the extent to which they will impact our business cannot be determined.

Regulators, customers, and other stakeholders are also increasingly focusing on federal, state, and local consumer-protection laws and regulations, including those that could relate to how Home Depot prices, discounts, or advertises the products that it sells.

This increased attention has resulted in and may continue to result in increased general and administrative expenses, heightened risks of litigation and enforcement actions, and increased management time and attention spent on managing the Company’s response to those matters and its compliance with consumer-protection laws and regulations.

Countries outside the U.S. may also change, and on occasion have changed, their business and trade policies in anticipation of or in response to increased import tariffs and other changes in U.S. trade policy and regulations, and consumers may seek to avoid goods not sourced domestically, all of which could significantly adversely impact the cost of, demand for, and profitability of retail products in our U.S., Mexico and Canada locations.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

We are involved from time to time in a number of legal, regulatory and governmental enforcement proceedings.

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.

In addition, as the impacts of COVID-19 have subsided, customers have shifted more of their spending back to travel, dining and other experiences, compared to the historic levels of home improvement spending we saw during the heights of the pandemic.

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.

associates, which could have an adverse impact on our business operations, financial condition and results of operations.

Further, changes in market compensation rates may adversely affect our labor costs.

intelligence, including generative artificial intelligence.

The increased use of a remote workforce has also expanded the possible attack surface areas.

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

The methods used to obtain unauthorized access, disable or degrade service, or sabotage systems are constantly changing and evolving, increasing in frequency and sophistication, and may be difficult to anticipate or detect for long periods of time.

Furthermore, our cyber insurance coverage may not be

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

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.

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

If we experience inflation or deflation at a level beyond our ability to respond effectively, we may not be able to adjust prices to sufficiently offset the effects without negatively impacting consumer demand or margins.

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.

forced labor laws; compliance with environmental and responsible sourcing laws and regulations; and challenges in our ability to identify and gain access to local suppliers.

Other countries may also change their business and trade policies in anticipation of or in response to increased import tariffs and other changes in U.S. trade policy and regulations.

The discussion in this Form 10-K generally focuses on fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022.][added: 2023.]

A discussion of our results of operations and changes in financial condition for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] has been 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/354950/000035495023000059/hd-20230129.htm#i34ff7b01e284464c95e860d997837e7d_46)] [added: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/354950/000035495024000062/hd-20240128.htm#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)] of our Form 10-K for fiscal [removed: 2022.][added: 2023.]

| [Executive [removed: Summary](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_55)] [added: Summary](#i67080f5ae94d4415b551275add3209ce_55)] | | | | | | [removed: [28](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_55)] [added: [28](#i67080f5ae94d4415b551275add3209ce_55)] | | |

| [Results of [removed: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_58)] [added: Operations](#i67080f5ae94d4415b551275add3209ce_61)] | | | | | | [removed: [28](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_58)] [added: [29](#i67080f5ae94d4415b551275add3209ce_61)] | | |

| [Liquidity and Capital [removed: Resources](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_70)] [added: Resources](#i67080f5ae94d4415b551275add3209ce_73)] | | | | | | [removed: [31](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_70)] [added: [31](#i67080f5ae94d4415b551275add3209ce_73)] | | |

| [Critical Accounting [removed: Estimates](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_73)] [added: Estimates](#i67080f5ae94d4415b551275add3209ce_76)] | | | | | | [removed: [33](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_73)] [added: [34](#i67080f5ae94d4415b551275add3209ce_76)] | | |

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 27 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

We reported net sales of [removed: $152.7] [added: $159.5] billion in fiscal [removed: 2023.][added: 2024.]

Net earnings were [removed: $15.1] [added: $14.8] billion, or [removed: $15.11] [added: $14.91] per diluted share.

During fiscal [removed: 2023,] [added: 2024,] we opened [removed: eight] [added: ten] new stores in the U.S. and [removed: five] [added: two] new stores in Mexico, resulting in a total store count of [removed: 2,335] [added: 2,347] at [removed: January 28, 2024.][added: February 2, 2025.]

[removed: At the end of fiscal 2023, a] [added: A] total of [removed: 320] [added: 322] of our stores, or [removed: 13.7% of our total store count,] [added: 13.7%,] were located in Canada and Mexico.

Total sales per retail square foot were [removed: $604.55] [added: $599.92] in fiscal [removed: 2023.][added: 2024.]

Our inventory turnover ratio was [removed: 4.3] [added: 4.7] times at the end of fiscal [removed: 2023,] [added: 2024,] compared to [removed: 4.2] [added: 4.3] times at the end of fiscal [removed: 2022.][added: 2023.]

[removed: We] [added: During fiscal 2024, we] generated [removed: $21.2] [added: $19.8] billion of cash flow from [removed: operations and issued $2.0] [added: operations, received approximately $10.0] billion of [added: proceeds from the issuance of] long-term debt, net of discounts, [removed: during fiscal 2023.][added: and received $316 million of proceeds from commercial paper borrowings, net of repayments.]

In February [removed: 2024,] [added: 2025,] we announced a [removed: 7.7%] [added: 2.2%] increase in our quarterly cash dividend [removed: to] [added: from] $2.25 [added: to $2.30] per share.

Our ROIC was [removed: 36.7%] [added: 31.3%] for fiscal [removed: 2023] [added: 2024] and [removed: 44.6%] [added: 36.7%] for fiscal [removed: 2022.][added: 2023.]

See the [Non-GAAP Financial [removed: Measures](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_67)] [added: Measures](#i67080f5ae94d4415b551275add3209ce_70)] section below for our definition and calculation of [removed: ROIC, as well as a reconciliation of NOPAT, a non-GAAP financial measure, to net earnings (the most comparable GAAP financial measure).][added: ROIC.]

| [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | |

| Net sales | | | $ | [removed: 152,669] [added: 159,514] | | | | | | | | | | | $ | [removed: 157,403] [added: 152,669] | | | | | | | | | | | $ | [removed: 151,157] [added: 157,403] | | | | | | | |

| Gross profit | | | [removed: 50,960] [added: 53,308] | | | | | | 33.4 | | % | | | | [removed: 52,778] [added: 50,960] | | | | | | [removed: 33.5] [added: 33.4] | | % | | | | [removed: 50,832] [added: 52,778] | | | | | | [removed: 33.6] [added: 33.5] | | % |

| Selling, general and administrative | | | [removed: 26,598] [added: 28,748] | | | | | | [removed: 17.4] [added: 18.0] | | | | | | [removed: 26,284] [added: 26,598] | | | | | | [removed: 16.7] [added: 17.4] | | | | | | [removed: 25,406] [added: 26,284] | | | | | | [removed: 16.8] [added: 16.7] | | |

| Depreciation and amortization | | | [removed: 2,673] [added: 3,034] | | | | | | [removed: 1.8] [added: 1.9] | | | | | | [removed: 2,455] [added: 2,673] | | | | | | [removed: 1.6] [added: 1.8] | | | | | | [removed: 2,386] [added: 2,455] | | | | | | 1.6 | | |

| Total operating expenses | | | [removed: 29,271] [added: 31,782] | | | | | | [removed: 19.2] [added: 19.9] | | | | | | [removed: 28,739] [added: 29,271] | | | | | | [removed: 18.3] [added: 19.2] | | | | | | [removed: 27,792] [added: 28,739] | | | | | | [removed: 18.4] [added: 18.3] | | |

| Operating income | | | [removed: 21,689] [added: 21,526] | | | | | | [removed: 14.2] [added: 13.5] | | | | | | [removed: 24,039] [added: 21,689] | | | | | | [removed: 15.3] [added: 14.2] | | | | | | [removed: 23,040] [added: 24,039] | | | | | | [removed: 15.2] [added: 15.3] | | |

| Interest income and other, net | | | [removed: (178)] [added: (201)] | | | | | | (0.1) | | | | | | [removed: (55)] [added: (178)] | | | | | | [removed: —] [added: (0.1)] | | | | | | [removed: (44)] [added: (55)] | | | | | | — | | |

| Interest expense | | | [removed: 1,943] [added: 2,321] | | | | | | [removed: 1.3] [added: 1.5] | | | | | | [removed: 1,617] [added: 1,943] | | | | | | [removed: 1.0] [added: 1.3] | | | | | | [removed: 1,347] [added: 1,617] | | | | | | [removed: 0.9] [added: 1.0] | | |

| Interest and other, net | | | [removed: 1,765] [added: 2,120] | | | | | | [removed: 1.2] [added: 1.3] | | | | | | [removed: 1,562] [added: 1,765] | | | | | | [removed: 1.0] [added: 1.2] | | | | | | [removed: 1,303] [added: 1,562] | | | | | | [removed: 0.9] [added: 1.0] | | |

| Earnings before provision for income taxes | | | [removed: 19,924] [added: 19,406] | | | | | | [removed: 13.1] [added: 12.2] | | | | | | [removed: 22,477] [added: 19,924] | | | | | | [removed: 14.3] [added: 13.1] | | | | | | [removed: 21,737] [added: 22,477] | | | | | | [removed: 14.4] [added: 14.3] | | |

| Provision for income taxes | | | [removed: 4,781] [added: 4,600] | | | | | | [removed: 3.1] [added: 2.9] | | | | | | [removed: 5,372] [added: 4,781] | | | | | | [removed: 3.4] [added: 3.1] | | | | | | [removed: 5,304] [added: 5,372] | | | | | | [removed: 3.5] [added: 3.4] | | |

| Net earnings | | | $ | [removed: 15,143] [added: 14,806] | | | | | [removed: 9.9] [added: 9.3] | | % | | | | $ | [removed: 17,105] [added: 15,143] | | | | | [removed: 10.9] [added: 9.9] | | % | | | | $ | [removed: 16,433] [added: 17,105] | | | | | 10.9 | | % |

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

| [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | |

| Comparable sales (% change) [added: (1)] | | | [removed: (3.2)] [added: (1.8)] | | % | | | | [removed: 3.1] [added: (3.2)] | | % | | | | [removed: 11.4] [added: 3.1] | | % | | | | N/A | | | | | | N/A | | |

| Comparable customer transactions (% change) (1) [added: (2)] | | | [removed: (2.9)] [added: (1.0)] | | % | | | | [removed: (5.4)] [added: (2.9)] | | % | | | | [removed: (0.1)] [added: (5.4)] | | % | | | | N/A | | | | | | N/A | | |

| Comparable average ticket (% change) (1) [added: (2) (3)] | | | [removed: (0.3)] [added: (0.9)] | | % | | | | [removed: 8.8] [added: (0.3)] | | % | | | | [removed: 11.7] [added: 8.8] | | % | | | | N/A | | | | | | N/A | | |

| Customer transactions (in millions) [removed: (1)] [added: (2)] | | | [removed: 1,621.8] [added: 1,637.2] | | | | | | [removed: 1,666.4] [added: 1,621.8] | | | | | | [removed: 1,759.7] [added: 1,666.4] | | | | | | [removed: (2.7)] [added: 0.9] | | % | | | | [removed: (5.3)] [added: (2.7)] | | % |

| Average ticket [removed: (1)] (2) [added: (3)] | | | [removed: $90.07] [added: $89.31] | | | | | | [removed: $90.36] [added: $90.07] | | | | | | [removed: $83.04] [added: $90.36] | | | | | | [removed: (0.3)] [added: (0.8)] | | % | | | | [removed: 8.8] [added: (0.3)] | | % |

| Sales per retail square foot [removed: (1) (3)] [added: (2) (4)] | | | [removed: $604.55] [added: $599.92] | | | | | | [removed: $627.17] [added: $604.55] | | | | | | [removed: $604.74] [added: $627.17] | | | | | | [removed: (3.6)] [added: (0.8)] | | % | | | | [removed: 3.7] [added: (3.6)] | | % |

Fiscal 2024 consisted of 53 weeks compared to 52 weeks in fiscal 2023.

The 53rd week in fiscal 2024 added approximately $2.5 billion of net sales and increased diluted earnings per share by approximately $0.30.

The increase in our inventory turnover ratio was primarily driven by lower average inventory levels within our Primary segment during fiscal 2024.

We utilized a combination of commercial paper borrowings and the issuance of long-term debt, together with cash on hand, to fund the acquisition of SRS, with cash purchase consideration totaling $17.7 billion.

Specifically, in June 2024, leading up to the SRS acquisition on June 18, 2024, we raised commercial paper borrowings of over $15.0 billion to fund the transaction, of which approximately $10.0 billion was then immediately repaid with the proceeds from our issuance of long-term debt.

We have subsequently repaid all of the commercial borrowings used to fund the acquisition and ended fiscal 2024 with $316 million of commercial paper borrowings outstanding.

During fiscal 2024, we also paid $8.9 billion in cash dividends, funded $3.5 billion in capital expenditures, repaid $1.5 billion of long-term debt, and funded $649 million of share repurchases, prior to pausing share repurchases in March 2024.

The decrease in ROIC was primarily driven by higher average long-term debt and higher average equity due to the financing of the SRS acquisition.

SRS Acquisition

On March 27, 2024, we entered into a definitive agreement to acquire SRS, a leading residential specialty trade distribution company across several verticals serving the professional roofer, landscaper and pool contractor.

On June 18, 2024, following the satisfaction or waiver of the applicable closing conditions, including receipt of the requisite regulatory approvals, the acquisition was completed and all merger consideration was transferred.

We believe the acquisition of SRS will accelerate the Company’s growth with the Pro.

The acquisition is expected to establish the Company as a leading specialty trade distributor across multiple verticals, complement our existing capabilities, and enable us to better serve complex project purchase occasions with the renovator/remodeler.

Refer to [Note 2](#i67080f5ae94d4415b551275add3209ce_109) and [Note 13](#i67080f5ae94d4415b551275add3209ce_142) to our consolidated financial statements for further discussion of the impact of the acquisition on our consolidated financial statements.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

*Note: Fiscal 2024 includes 53 weeks.

Fiscal 2023 and fiscal 2022 include 52 weeks.

*(1)Does not include results from the 53rd* *week of fiscal 2024.*

*(2)Customer transactions, average ticket, and sales per retail square foot measures do not include results from HD Supply or SRS.*

*(5)The 53rd week of fiscal 2024 increased diluted earnings per share by approximately $0.30.*

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

Net Sales. Fiscal 2024 consisted of 53 weeks compared to 52 weeks in fiscal 2023.

Net sales for fiscal 2024 increased $6.8 billion, or 4.5%, to $159.5 billion.

The increase in net sales for fiscal 2024 was primarily driven by SRS, which contributed $6.4 billion of net sales during fiscal 2024, and incremental net sales of approximately $2.5 billion attributable to the additional week in fiscal 2024.

This increase in net sales was partially offset by the impact of a negative comparable sales environment, primarily driven by decreases in comparable customer transactions and comparable average ticket.

Our comparable sales results for fiscal 2024 exclude the 53rd week and compare weeks 1 through 52 in fiscal 2024 to the 52-week period reported for fiscal 2023.

The method of calculating comparable sales varies across the retail industry.

As a result, our method of calculating comparable sales may not be the same as similarly titled measures reported by other companies.

The decrease in comparable average ticket primarily reflects price stabilization relative to last year, slightly offset by demand for new and innovative products.

All of our other merchandising departments posted negative comparable sales during fiscal 2024 compared to fiscal 2023.

Gross profit increased $2.3 billion, or 4.6%, to $53.3 billion in fiscal 2024.

Gross profit as a percent of net sales, or gross profit margin, was 33.4% for both fiscal 2024 and fiscal 2023, and primarily reflected lower transportation costs and lower shrink within our Primary segment, offset by the inclusion of SRS in our consolidated results.

As a percent of net sales, SG&A was 18.0% in fiscal 2024 compared to 17.4% in fiscal 2023, which primarily reflects higher payroll costs, deleverage from a negative comparable sales environment and lower legal-related benefits.

As a percent of net sales, interest and other, net, was 1.3% in fiscal 2024 compared to 1.2% in fiscal 2023, primarily due to higher interest expense driven by higher long-term debt.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

The 53rd week increased diluted earnings per share by approximately $0.30 for fiscal 2024.

ROIC is a non-GAAP profitability measure, not a measure of financial performance under GAAP.

Note: Fiscal 2024 includes 53 weeks.

Fiscal 2023 and fiscal 2022 include 52 weeks.

*(2)Fiscal 2024 only includes operating results for SRS since the acquisition date of June 18, 2024, consistent with our consolidated financial statements.*

This cash flow, together with cash on hand, was used to fund cash payments of $8.4 billion for dividends and $8.0 billion for share repurchases.

In addition, we invested $3.2 billion in capital expenditures and $1.5 billion in acquisitions, and we repaid $1.3 billion of long-term debt during fiscal 2023.

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

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

Net Sales. Net sales for fiscal 2023 decreased $4.7 billion, or 3.0%, to $152.7 billion.

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.

Comparable sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP.

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.

Gross profit as a percent of net sales, or gross profit margin, was 33.4% in fiscal 2023 compared to 33.5% in fiscal 2022.

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.

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.

As a percent of net sales, interest and other, net, was 1.2% in fiscal 2023 compared to 1.0% in fiscal 2022, primarily due to increased variable rate interest on floating-rate debt resulting from interest rate swaps, higher average debt balances, and deleverage from a negative comparable sales environment, partially offset by higher interest income.

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 November 2023, we issued $2.0 billion of senior notes.

The net proceeds were used for general corporate purposes, including the repayment of our 3.75% senior notes due February 15, 2024 and repurchases of shares of our common stock.

Changes in working capital were primarily driven by lower inventory purchases in fiscal 2023 relative to fiscal 2022, as well as timing of vendor payments.

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

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

At [removed: January 28, 2024,] [added: February 2, 2025,] after giving consideration to our interest rate swap agreements, floating-rate debt principal was [removed: $5.4] [added: $6.0] billion, or approximately [removed: 13%] [added: 12%] of our senior notes portfolio.

Our interest rate swap agreements were in an aggregate liability position of [removed: $858] [added: $795] million at [removed: January 28, 2024.][added: February 2, 2025.]

Based on our [removed: January 28, 2024] [added: February 2, 2025] floating-rate debt principal, a one percentage point increase in the interest rate of floating-rate debt would increase our annual interest expense by approximately [removed: $54] [added: $60] million.

Our foreign currency related hedging arrangements outstanding at the end of fiscal [removed: 2023] [added: 2024] were not material.

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 34] [added: 35] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

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 Home Depot, Inc. is the world’s largest home improvement retailer based on net sales for fiscal [removed: 2023.][added: 2024.]

We offer our customers a wide assortment of building materials, home improvement products, lawn and garden products, décor products, and facilities [removed: maintenance, repair] [added: MRO products, in stores] and [removed: operations products.][added: online.]

We also provide a number of services, including home improvement installation [removed: services] [added: services,] and tool and equipment rental.

As of the end of fiscal [removed: 2023,] [added: 2024,] we operated [removed: 2,335] [added: 2,347] stores located throughout the U.S. (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam), Canada, and Mexico.

[removed: When] [added: Unless otherwise indicated or the context otherwise requires, when] we refer to “The Home Depot,” [added: “Home Depot,”] the “Company,” “we,” “us” or “our” in this report, we are referring to The Home Depot, Inc. and its consolidated subsidiaries.

We [added: seek to] deliver on our objective to create shareholder value through our disciplined approach to capital allocation.

In fiscal [removed: 2023,] [added: 2024,] we invested [removed: $3.2] [added: $3.5] billion in capital expenditures to support our business, advance our goals, and continue to build an interconnected customer experience.

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

The combination of reinvesting in [removed: the] [added: our] business to drive higher sales and [removed: supporting] [added: driving] productivity to lower costs allows us to improve our customer experience, increase our competitiveness in the market, and deliver shareholder value.

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 1 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

In fiscal [removed: 2023,] [added: 2024,] we returned [removed: over $16] [added: $8.9] billion to shareholders in the form of cash [removed: dividends and share repurchases.][added: dividends.]

Management’s Discussion and Analysis of Financial Condition and [removed: Results](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52) [o](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[f](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52) [Ope](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[ration](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[s](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52).][added: Results of Operations.](#i67080f5ae94d4415b551275add3209ce_52)]

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

We also offer a variety of clinics and workshops [removed: both] to share this knowledge and to build an emotional connection with our DIY customers.

As the preferences and behaviors of our DIY customers are changing, we are investing in capabilities to better [removed: serve] [added: meet] the [removed: needs] [added: evolving expectations] of [removed: those] [added: these] customers.

These customers are primarily professional renovators/remodelers, general contractors, [added: small to medium homebuilders,] maintenance professionals, handymen, property managers, building service contractors and specialty tradespeople, such as electricians, [removed: plumbers] [added: landscapers, plumbers, painters, pool contractors,] and [removed: painters.][added: roofers.]

Building on our historical strength as a destination for urgent purchase needs, we are investing in differentiated capabilities that will help us better serve our Pros’ complex purchase needs, including [removed: expanded supply chain capabilities,] [added: differentiated fulfillment options,] additional trade credit [removed: offerings,] [added: offerings including our Pro House Account program,] more showroom space, and an enhanced order management system.

We [removed: serve the MRO marketplace through our subsidiary HD Supply, a leading national distributor and provider of] [added: also provide] MRO products and related value-added services to multifamily, hospitality, healthcare, and government housing facilities, among [removed: others.][added: others, primarily through our subsidiary HD Supply.]

These customers are typically homeowners who use Pros to complete their [removed: project] [added: projects] or [removed: installation.][added: installations.]

A typical [removed: The] Home Depot store stocks approximately 30,000 to 40,000 items during the year, including both national brand name and proprietary [removed: products.][added: products, across the following merchandising departments: Appliances, Bath, Building Materials, Electrical, Flooring, Hardware, Indoor Garden, Kitchen & Blinds, Lighting, Lumber, Millwork, Outdoor Garden, Paint, Plumbing, Power, and Storage & Organization.]

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 Mexico, respectively; hdsupply.com, our website for our MRO products and related services; our websites for custom window coverings including blinds.com, justblinds.com and americanblinds.com; [removed: and] thecompanystore.com, our website featuring textiles and décor [removed: products.][added: products; and srsdistribution.com, heritagelandscapesupplygroup.com, and heritagepoolsupplygroup.com, our websites serving the roofing and building materials, landscape and pool product needs of specialty Pros, respectively.]

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 2 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

At the same time, we remain focused on offering [added: the right products at] everyday values in our stores and online.

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

As a result, we [removed: have continued] [added: continue] to focus on enhanced merchandising information technology tools to help us: (1) [removed: build] [added: enhance] an interconnected shopping experience that [removed: is] [added: remains] 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 [removed: supplier partners,] [added: suppliers,] to manage our assortments, drive innovation, manage the cost environment, and adjust inventory levels to respond to fluctuations in demand.

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

During fiscal [removed: 2023,] [added: 2024,] in addition to our U.S. sourcing operations, we maintained sourcing offices in Mexico, Canada, China, India, [removed: Vietnam] [added: Vietnam, Taiwan,] and Europe.

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

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

To drive accountability with our suppliers, our standard supplier buying agreement [added: also] includes a factory audit right related to these standards, and we conduct [added: risk-based] factory audits and compliance visits with non-Canada and non-U.S. suppliers of private branded and direct import products.

Our [removed: 2023] [added: 2024] Responsible Sourcing Report, available on our website at https://corporate.homedepot.com under “Responsibility > Sourcing Responsibly,” provides more information about this program.

As our patent portfolio has been built over time, the remaining terms of [removed: the] individual patents across our patent portfolio vary.

Our industry is highly competitive, [added: highly] 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; local, [added: regional and national hardware stores; electrical, plumbing and building materials supply houses; and lumber yards.]

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 3 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

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

Both in-store and online, 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 [removed: options.][added: options and capabilities.]

We also compete based on store [added: and branch] 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.]

For disclosure purposes, the geographic operating segments of the U.S., Canada and Mexico are aggregated into one reportable segment (the “Primary segment”).

In fiscal 2024, we acquired SRS, a leading residential specialty trade distribution company engaged in the distribution of residential and commercial roofing products, complementary building products, landscape supplies and swimming pool supplies serving the professional roofer, landscaper, and pool contractor.

At the end of fiscal 2024, SRS operated over 780 branch locations throughout the U.S., each of which has a distribution center, material handling and delivery equipment, and inventory.

SRS is organized as three different lines of business: roofing and complementary building products, landscape, and pool.

Each line of business was determined to represent an operating segment, none of which are deemed reportable segments.

In fiscal 2024, our strategy allowed us to continue to execute at a high level despite continued pressure on home improvement demand from high interest rates and macroeconomic uncertainty.

We continued our strategic investments aimed at creating an interconnected, frictionless shopping experience that enables our customers to seamlessly blend the digital and physical worlds, growing our market share with Pros through our ecosystem of capabilities, and building new stores.

We are steadfast in our commitments to focus on our people, operate sustainably, and strengthen our communities, and we believe being informed by other stakeholder perspectives will drive shareholder value creation.

We also acquired SRS to accelerate our growth with Pros.

We also returned $0.6 billion to shareholders in the form of share repurchases prior to pausing share repurchases in March 2024 in anticipation of the SRS acquisition.

In fiscal 2024, we acquired SRS, which sells products to specialty trade roofers, landscapers, and pool contractors.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

To remain the product authority, we must continue to bring new and innovative products to our customers that help simplify their projects, from the Pro’s need for job-lot quantities of specialized products to DIY customers seeking products to reduce their environmental impacts.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

In addition to supporting our DIY and DIFM customers on their shopping journeys, mobile devices can also help serve the needs of Pros working on complex projects.

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

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

In addition, we have identified areas that have experienced significant population growth or where market voids exist.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

SRS branch locations throughout the U.S. also enable deliveries direct to customer job sites on their preferred timelines.

Our sustainability and human capital management priorities build on the culture and values on which Home Depot was founded, and our initiatives are embedded in our business strategy and activities.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

These actions are the foundation of our core values of taking care of our associates, entrepreneurial spirit, building strong relationships, and respect for all people.

| United States | | | | | | 419,600 | | | | | | 89.3 | | % |

| Canada | | | | | | 32,000 | | | | | | 6.8 | | % |

| Mexico | | | | | | 18,200 | | | | | | 3.9 | | % |

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

| U.S. Workforce | | | | | | 50% | | | | | | 48% | | | | | | 2% | | | | | | 36% | | | | | | 63% | | | | | | 1% | | |

| U.S. Officers | | | | | | 27% | | | | | | 72% | | | | | | 1% | | | | | | 32% | | | | | | 68% | | | | | | 1% | | |

We continually assess and refine our leadership structure throughout the organization to allow our associates to focus on training and development and better serve our customers.

Respect For All People. We strive to maintain a culture that welcomes everyone, and we believe it helps us achieve our business goals by driving excellent customer service and innovation, empowering our associates to thrive and excel, and enriching the communities in which we operate.

This includes creating an environment where our associates feel valued and respected and providing equal opportunity for all of our associates.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

As we strive to operate sustainably, we focus on sourcing products responsibly, protecting our business operations from climate-related risks, and reducing our environmental impact.

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.

Our ability to operate successfully and meet the needs of our customers 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.

We are steadfast in this commitment, while also recognizing that exercising corporate responsibility and being informed by the needs of our other stakeholders, including our customers, associates, supplier partners, and communities, creates value for all stakeholders, including our shareholders.

| | | | | | | | | |

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

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

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.

We recognize the great value our Pros provide to their clients, and we strive to make their jobs easier and help them grow their 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.

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

In fiscal 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.

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

including expansion of our last mile delivery capacity.

As a result, we believe that what is commonly called ESG today is fundamentally embedded in our operations and culture.

These actions are the foundation of our key tenets of putting customers first and taking care of our associates.

Leaders participate in programs designed to

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

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

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

Lastly, we created a quick hiring process for select roles by matching candidates to jobs that fit their needs.

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 continued to refine the updated store leadership structure established in fiscal 2022, which created new management positions in our stores focused on the customer service experience, increasing the number of managers on the floor at any given time.

This structure frees up time for other store leaders to devote to associate training and development.

The result is an improved customer and associate experience, while also providing new career paths for associates.

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.

Diversity, Equity and Inclusion. Guided by our core values and grounded in our culture, we believe that having a diverse, equitable and inclusive Company is key to our success.

We strive to maintain a Company where our associates are valued and respected and feel a sense of belonging in the workplace, so that they can provide the customer experience that supports our business and the communities we serve.

Our Office of Diversity, Equity and Inclusion (“DEI”) supports our DEI engagement efforts with our associates, suppliers, and communities.

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

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

As a Company, we have identified several priorities designed to guide our efforts to enhance diversity, equity and inclusion.

We believe these associate-, supplier- and community-focused priorities will further enhance our customers’ experience and make a sustainable difference within the workplace, marketplace, and community:

- Associate Engagement

◦Consider inclusivity throughout our organization and create an environment where every associate feels included and valued for who they are

◦Promote equal opportunity in recruitment, hiring, training, development and advancement

- Supplier Diversity

◦Increase visibility into our spend with diverse suppliers, including diverse subcontractors

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

- Community Engagement

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

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 [removed: 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 [removed: our] third-party installers of documentation requirements under the decree.

As previously reported, in December 2023, the Home Depot received a notice of violation from the State of Washington Department of Ecology (the “DOE”) alleging sales to customers in Washington of a refrigerant that was generally prohibited from retail sale by the state in 2022.

In June 2024, the DOE issued Home Depot a notice of penalty assessing a civil penalty of approximately $1.6 million for the alleged violations, which we resolved and paid.

For the fiscal year ended [removed: January 28, 2024][added: February 2, 2025]

[removed: ][added: ]

The aggregate market value of voting common stock held by non-affiliates of the registrant on July [removed: 28, 2023] [added: 26, 2024] was [removed: $331.5] [added: $356.9] billion.

The number of shares outstanding of the registrant’s common stock as of [removed: February 28, 2024] [added: March 5, 2025] was [removed: 991,015,773] [added: 994,032,168] shares.

Portions of the registrant’s proxy statement for the [removed: 2024] [added: 2025] 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](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_10)] [added: Terms](#i67080f5ae94d4415b551275add3209ce_10)] | | | | | | [removed: [ii](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_10)] [added: [ii](#i67080f5ae94d4415b551275add3209ce_10)] | | |

| [Forward-Looking [removed: Statements](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_13)] [added: Statements](#i67080f5ae94d4415b551275add3209ce_13)] | | | | | | [removed: [iii](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_13)] [added: [iii](#i67080f5ae94d4415b551275add3209ce_13)] | | |

| Item 1. | | | [removed: [Business](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_22).] [added: [Business](#i67080f5ae94d4415b551275add3209ce_22).] | | | [removed: [1](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_22)] [added: [1](#i67080f5ae94d4415b551275add3209ce_22)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25).] [added: Factors](#i67080f5ae94d4415b551275add3209ce_25).] | | | [removed: [10](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25)] [added: [9](#i67080f5ae94d4415b551275add3209ce_25)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_28).] [added: Comments](#i67080f5ae94d4415b551275add3209ce_28).] | | | [removed: [22](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_28)] [added: [21](#i67080f5ae94d4415b551275add3209ce_28)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_31).] [added: [Cybersecurity](#i67080f5ae94d4415b551275add3209ce_31).] | | | [removed: [22](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_31)] [added: [22](#i67080f5ae94d4415b551275add3209ce_31)] | | |

| Item 2. | | | [removed: [Properties](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_34).] [added: [Properties](#i67080f5ae94d4415b551275add3209ce_34).] | | | [removed: [23](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_34)] [added: [23](#i67080f5ae94d4415b551275add3209ce_34)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_37).] [added: Proceedings](#i67080f5ae94d4415b551275add3209ce_37).] | | | [removed: [25](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_37)] [added: [25](#i67080f5ae94d4415b551275add3209ce_37)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_40).] [added: Disclosures](#i67080f5ae94d4415b551275add3209ce_40).] | | | [removed: [25](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_40)] [added: [25](#i67080f5ae94d4415b551275add3209ce_40)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_46).] [added: Securities](#i67080f5ae94d4415b551275add3209ce_46).] | | | [removed: [26](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_46)] [added: [26](#i67080f5ae94d4415b551275add3209ce_46)] | | |

| Item 6. | | | [removed: [Reserved](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_49).] [added: [Reserved](#i67080f5ae94d4415b551275add3209ce_49).] | | | [removed: [27](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_49)] [added: [27](#i67080f5ae94d4415b551275add3209ce_49)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52).] [added: Operations](#i67080f5ae94d4415b551275add3209ce_52).] | | | [removed: [27](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)] [added: [27](#i67080f5ae94d4415b551275add3209ce_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_76).] [added: Risk](#i67080f5ae94d4415b551275add3209ce_79).] | | | [removed: [34](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_76)] [added: [35](#i67080f5ae94d4415b551275add3209ce_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_79).] [added: Data](#i67080f5ae94d4415b551275add3209ce_82).] | | | [removed: [35](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_79)] [added: [36](#i67080f5ae94d4415b551275add3209ce_82)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_139).] [added: Disclosure](#i67080f5ae94d4415b551275add3209ce_145).] | | | [removed: [66](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_139)] [added: [71](#i67080f5ae94d4415b551275add3209ce_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_142).] [added: Procedures](#i67080f5ae94d4415b551275add3209ce_148).] | | | [removed: [66](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_142)] [added: [72](#i67080f5ae94d4415b551275add3209ce_148)] | | |

| Item 9B. | | | [Other [removed: Information](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_148).] [added: Information](#i67080f5ae94d4415b551275add3209ce_154).] | | | [removed: [68](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_148)] [added: [74](#i67080f5ae94d4415b551275add3209ce_154)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_151).] [added: Inspections](#i67080f5ae94d4415b551275add3209ce_157).] | | | [removed: [68](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_151)] [added: [74](#i67080f5ae94d4415b551275add3209ce_157)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_157).] [added: Governance](#i67080f5ae94d4415b551275add3209ce_163).] | | | [removed: [68](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_157)] [added: [74](#i67080f5ae94d4415b551275add3209ce_163)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_160).] [added: Compensation](#i67080f5ae94d4415b551275add3209ce_166).] | | | [removed: [69](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_160)] [added: [75](#i67080f5ae94d4415b551275add3209ce_166)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_163).] [added: Matters](#i67080f5ae94d4415b551275add3209ce_169).] | | | [removed: [69](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_163)] [added: [75](#i67080f5ae94d4415b551275add3209ce_169)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_166).] [added: Independence](#i67080f5ae94d4415b551275add3209ce_172).] | | | [removed: [69](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_166)] [added: [76](#i67080f5ae94d4415b551275add3209ce_172)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_169).] [added: Services](#i67080f5ae94d4415b551275add3209ce_175).] | | | [removed: [69](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_169)] [added: [76](#i67080f5ae94d4415b551275add3209ce_175)] | | |

| Item 15. | | | [removed: [Exhibit] [added: [Exhibits] and Financial Statement [removed: Schedules](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_175).] [added: Schedules](#i67080f5ae94d4415b551275add3209ce_181).] | | | [removed: [70](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_175)] [added: [76](#i67080f5ae94d4415b551275add3209ce_181)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_178).] [added: Summary](#i67080f5ae94d4415b551275add3209ce_184).] | | | [removed: [74](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_178)] [added: [79](#i67080f5ae94d4415b551275add3209ce_184)] | | |

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | i | | | [removed: ] [added: ] | | |

| Comparable sales | | | | | | As defined in the [Results of [removed: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_58)] [added: Operations](#i67080f5ae94d4415b551275add3209ce_61)] section of MD&A | | |

| fiscal [removed: 2020] [added: 2024] | | | | | | Fiscal year ended [removed: January 31, 2021] [added: February 2, 2025] (includes [removed: 52] [added: 53] weeks) | | |

| fiscal [removed: 2024] [added: 2025] | | | | | | Fiscal year ending February [removed: 2, 2025] [added: 1, 2026] (includes [removed: 53] [added: 52] weeks) | | |

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | ii | | | [removed: ] [added: ] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

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

Forward-looking statements may relate to, among other things, the demand for our products and services, including as a result of macroeconomic [removed: conditions;] [added: conditions and changing customer preferences and expectations;] net sales growth; comparable sales; the effects of competition; our brand and reputation; implementation of interconnected retail, store, supply [removed: chain] [added: chain, technology, innovation] and [removed: technology initiatives;] [added: other strategic initiatives, including with respect to real estate;] 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 [removed: offerings;] [added: offerings, including trade credit;] management of relationships with our associates, [removed: potential associates,] [added: jobseekers,] suppliers and service providers; cost and availability of labor; costs of fuel and other energy sources; 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 issues, cybersecurity events, [added: labor disputes,] geopolitical conflicts, [removed: and] military conflicts or acts of war; our ability to maintain a safe and secure store environment; our ability to address expectations regarding [removed: environmental, social] [added: sustainability] and [removed: governance] [added: human capital management] matters and meet related goals; continuation or suspension of share repurchases; net earnings performance; earnings per share; 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 operating in international 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 [added: executive orders and other administrative or legislative actions, such as] changes to tax laws and regulations; store openings and closures; financial outlook; and the impact of acquired [removed: companies] [added: companies, including SRS,] on our organization and the ability to recognize the anticipated benefits of any acquisitions.

Risk [removed: Factors](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25),] [added: Factors](#i67080f5ae94d4415b551275add3209ce_25),] and elsewhere in this report and also as [removed: may be] described from time to time in [removed: future] reports [removed: we file] [added: subsequently filed] with the SEC.

You should read such information in conjunction with our consolidated financial statements and related notes and [Part II, Item [removed: 7.](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52) [Management](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[’](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)[s](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)] [added: 7.](#i67080f5ae94d4415b551275add3209ce_52) [Management’s](#i67080f5ae94d4415b551275add3209ce_52)] [Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)] [added: Operations](#i67080f5ae94d4415b551275add3209ce_52)] in this report.

| [PART I](#i67080f5ae94d4415b551275add3209ce_19) | | | | | | | | |

| [PART II](#i67080f5ae94d4415b551275add3209ce_43) | | | | | | | | |

| [PART III](#i67080f5ae94d4415b551275add3209ce_160) | | | | | | | | |

| [PART IV](#i67080f5ae94d4415b551275add3209ce_178) | | | | | | | | |

| [SIGNATURES](#i67080f5ae94d4415b551275add3209ce_187) | | | | | | [80](#i67080f5ae94d4415b551275add3209ce_187) | | |

| SRS | | | | | | SRS Distribution Inc. | | |

| | | | | | | | | |

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events, and use words such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “believe,” “expect,” “target,” "prospects,” “potential,” "commit” and "forecast,” or words of similar import or meaning or refer to future time periods.

| | | | | | | | | |

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

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

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

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

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

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

| CDP | | | | | | The not-for-profit organization formerly known as the Carbon Disclosure Project | | |

| ESG | | | | | | Environmental, social, and governance | | |

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

| LIBOR | | | | | | London interbank offered rate | | |

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

Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events.

You should not rely on our forward-looking statements.

| | | | | | | | | |

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

| Fiscal 2024 Form 10-K | | | 21 | | |  | | |

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

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

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 22 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

At the Board [added: of Directors (the “Board”)] level, cybersecurity is overseen by the [removed: full] Board and by the Board’s Audit Committee, which has primary responsibility for overseeing cybersecurity and privacy risks.

[removed: At least quarterly,] [added: During fiscal 2024,] the Board and/or the Audit Committee [removed: receives] [added: received quarterly] reports on [added: privacy,] data protection [removed: and] [added: and/or] 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, [removed: at least annually,] our [removed: full] Board [removed: holds] [added: held] a meeting dedicated to cybersecurity topics.

The activities of the Data Security and Privacy Governance Committee are reported to the [added: Board or the] Audit Committee [removed: and/or the full Board] by the Chair of the committee, as appropriate.

“Risk Factors.”](#i67080f5ae94d4415b551275add3209ce_25)

“Risk Factors”](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25).

The following table presents the percentage of our owned versus leased facilities in operation [added: within our Primary segment] at the end of fiscal [removed: 2023,] [added: 2024,] along with the total square footage:

| [removed: Warehouses] [added: Distribution] and [removed: distribution] [added: fulfillment] centers [added: and warehouses] (2) | | | 3 | | % | | | | 97 | | % | | | | [removed: 111.5] [added: 108.3] | | |

| Offices and other (3) | | | [removed: 31] [added: 27] | | % | | | | [removed: 69] [added: 73] | | % | | | | [removed: 4.8] [added: 4.7] | | |

*(2)We operated over 500 [removed: warehouses and] distribution [added: and fulfillment] centers [added: and warehouses] at the end of fiscal [removed: 2023.*][added: 2024.*]

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 23 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_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) [added: within our Primary segment] at the end of fiscal [removed: 2023:][added: 2024:]

| Arizona | | | [removed: 57] [added: 59] | | | | | | Maine | | | 11 | | | | | | Oregon | | | 27 | | |

| California | | | [removed: 246] [added: 247] | | | | | | Massachusetts | | | 45 | | | | | | Puerto Rico | | | 10 | | |

| Florida | | | [removed: 158] [added: 161] | | | | | | Montana | | | 6 | | | | | | Texas | | | [removed: 183] [added: 187] | | |

| | | | | | | | | | | | | | | | | | | Total U.S. | | | [removed: 2,015] [added: 2,025] | | |

The following table presents our store locations outside of the U.S. [added: within our Primary segment] at the end of fiscal [removed: 2023:][added: 2024:]

| British Columbia | | | 26 | | | | | | Baja California | | | [removed: 7] [added: 8] | | | | | | Nuevo León | | | 14 | | |

| Newfoundland | | | 1 | | | | | | Chiapas | | | 2 | | | | | | Querétaro | | | [removed: 5] [added: 6] | | |

| | | | | | | | | | | | | | | | | | | Total Mexico | | | [removed: 138] [added: 140] | | |

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 24 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

| Stores (1) | | | 89 | | % | | | | 11 | | % | | | | 243.5 | | |

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

| Total Primary segment | | | | | | | | | | | | | | | 356.5 | | |

We also operated over 780 SRS branch locations throughout the U.S. at the end of fiscal 2024, the majority of which are leased.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

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

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

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 25 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

While we currently expect a cash dividend to be paid in the future, future dividend payments [removed: will depend] [added: are subject to declaration by our Board based] on our earnings, capital requirements, financial condition, and other factors considered relevant by our [removed: Board of Directors.][added: Board.]

At [removed: February 28, 2024,] [added: March 5, 2025,] there were approximately [removed: 106,000] [added: 101,000] holders of record of our common stock and approximately [removed: 5,075,000] [added: 5,678,000] additional “street name” holders whose shares are held of record by banks, brokers, and other financial institutions.

The graph and table below present our cumulative total shareholder returns relative to the performance of the S&P [added: 500 Consumer Discretionary Distribution &] Retail [removed: Composite] Index [added: (the “S&P Retail Composite Index”)] and the S&P 500 Index for the five most recent fiscal years.

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 February [removed: 3, 2019] [added: 2, 2020] and assumes that all dividends were reinvested on the date paid.

[removed: ][added: ]

| | | | February [removed: 3, 2019 | | | | | | February] 2, 2020 | | | | | | January 31, 2021 | | | | | | January 30, 2022 | | | | | | January 29, 2023 | | | | | | January 28, 2024 | | | [added: | | | February 2, 2025 | | |]

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | 26 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

The following table presents the number and average price of shares purchased [added: by the Company] in each fiscal month of the fourth quarter of fiscal [removed: 2023:][added: 2024:]

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

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

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

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

During the fourth quarter of fiscal [removed: 2023,] [added: 2024,] we issued [removed: 521] [added: 436] 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: 2023] [added: 2024] 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.

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

During the fourth quarter of fiscal [removed: 2023,] [added: 2024,] we credited [removed: 882] [added: 5,865] 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 | | | | | $ | 121.58 | | | | | $ | 167.98 | | | | | $ | 148.77 | | | | | $ | 171.56 | | | | | $ | 203.78 | |

| S&P Retail Composite Index | | | 100.00 | | | | | | 141.39 | | | | | | 149.72 | | | | | | 123.99 | | | | | | 165.17 | | | | | | 227.91 | | |

| S&P 500 Index | | | 100.00 | | | | | | 117.24 | | | | | | 141.84 | | | | | | 132.41 | | | | | | 161.67 | | | | | | 202.40 | | |

| October 28, 2024 – November 24, 2024 | | | | | | 8,166 | | | | | | $ | 411.08 | | | | | — | | | | | | $ | 11,657,503,041 | |

| November 25, 2024 – December 22, 2024 | | | | | | 3,650 | | | | | | 422.79 | | | | | | — | | | | | | 11,657,503,041 | | |

| December 23, 2024 – February 2, 2025 | | | | | | 2,694 | | | | | | 395.74 | | | | | | — | | | | | | 11,657,503,041 | | |

| | | | | | | 14,510 | | | | | | 411.18 | | | | | | — | | | | | | | | |

As previously disclosed, we paused share repurchases in March 2024.*

| 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 | | |

| 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 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_82)] [added: Firm](#i67080f5ae94d4415b551275add3209ce_85)] | | | | | | [removed: [36](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_82)] [added: [37](#i67080f5ae94d4415b551275add3209ce_85)] | | |

| [Consolidated Balance [removed: Sheets](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_85)] [added: Sheets](#i67080f5ae94d4415b551275add3209ce_88)] | | | | | | [removed: [38](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_85)] [added: [39](#i67080f5ae94d4415b551275add3209ce_88)] | | |

| [Consolidated Statements of [removed: Earnings](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_88)] [added: Earnings](#i67080f5ae94d4415b551275add3209ce_91)] | | | | | | [removed: [39](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_88)] [added: [40](#i67080f5ae94d4415b551275add3209ce_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_91)] [added: Income](#i67080f5ae94d4415b551275add3209ce_94)] | | | | | | [removed: [40](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_91)] [added: [41](#i67080f5ae94d4415b551275add3209ce_94)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_94)] [added: Equity](#i67080f5ae94d4415b551275add3209ce_97)] | | | | | | [removed: [41](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_94)] [added: [42](#i67080f5ae94d4415b551275add3209ce_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_97)] [added: Flows](#i67080f5ae94d4415b551275add3209ce_100)] | | | | | | [removed: [42](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_97)] [added: [43](#i67080f5ae94d4415b551275add3209ce_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_100)] [added: Statements](#i67080f5ae94d4415b551275add3209ce_103)] | | | | | | [removed: [43](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_100)] [added: [44](#i67080f5ae94d4415b551275add3209ce_103)] | | |

[removed: | [Note 1. Summary of Significant Accounting Policies](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_103) | | | | | | [43](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_103) | | |][added: 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES]

| [Note 2. Segment Reporting and Net [removed: Sales](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_106)] [added: Sales](#i67080f5ae94d4415b551275add3209ce_109)] | | | | | | [removed: [50](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_106)] [added: [51](#i67080f5ae94d4415b551275add3209ce_109)] | | |

| [Note 3. Property and [removed: Leases](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_109)] [added: Leases](#i67080f5ae94d4415b551275add3209ce_112)] | | | | | | [removed: [51](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_109)] [added: [54](#i67080f5ae94d4415b551275add3209ce_112)] | | |

| [Note [removed: 4](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25838523254300)[.] [added: 4.] Goodwill and Intangible [removed: Assets](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25838523254300)] [added: Assets](#i67080f5ae94d4415b551275add3209ce_115)] | | | | | | [removed: [53](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_25838523254300)] [added: [56](#i67080f5ae94d4415b551275add3209ce_115)] | | |

| [removed: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_112) [5](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_112)[.] [added: [Note 5.] Debt and Derivative [removed: Instruments](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_112)] [added: Instruments](#i67080f5ae94d4415b551275add3209ce_118)] | | | | | | [removed: [54](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_112)] [added: [57](#i67080f5ae94d4415b551275add3209ce_118)] | | |

| [removed: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_115) [6](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_115)[.] [added: [Note 6.] Income [removed: Taxes](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_115)] [added: Taxes](#i67080f5ae94d4415b551275add3209ce_121)] | | | | | | [removed: [57](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_115)] [added: [61](#i67080f5ae94d4415b551275add3209ce_121)] | | |

| [removed: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_118) [7](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_118)[.] [added: [Note 7.] Stockholders' [removed: Equity](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_118)] [added: Equity](#i67080f5ae94d4415b551275add3209ce_124)] | | | | | | [removed: [61](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_118)] [added: [64](#i67080f5ae94d4415b551275add3209ce_124)] | | |

| [removed: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_121) [8](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_121)[.] [added: [Note 8.] Fair Value [removed: Measurements](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_121)] [added: Measurements](#i67080f5ae94d4415b551275add3209ce_127)] | | | | | | [removed: [61](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_121)] [added: [64](#i67080f5ae94d4415b551275add3209ce_127)] | | |

| [removed: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_124) [9](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_124)[.] [added: [Note 9.] Stock-Based [removed: Compensation](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_124)] [added: Compensation](#i67080f5ae94d4415b551275add3209ce_130)] | | | | | | [removed: [62](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_124)] [added: [65](#i67080f5ae94d4415b551275add3209ce_130)] | | |

| [removed: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_127) [10](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_127)[.] [added: [Note 10.] Employee Benefit [removed: Plans](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_127)] [added: Plans](#i67080f5ae94d4415b551275add3209ce_133)] | | | | | | [removed: [65](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_127)] [added: [69](#i67080f5ae94d4415b551275add3209ce_133)] | | |

| [removed: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_130) [11](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_130)[.] [added: [Note 11.] Weighted Average Common [removed: Shares](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_130)] [added: Shares](#i67080f5ae94d4415b551275add3209ce_136)] | | | | | | [removed: [65](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_130)] [added: [69](#i67080f5ae94d4415b551275add3209ce_136)] | | |

| [removed: [Note](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_133) [12](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_133)[.] Commitments and [removed: Contingencies](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_133)] [added: contingencies ([Note 12](#i67080f5ae94d4415b551275add3209ce_139))] | | | | | | [removed: [65](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_133)] | | | [added: | | |]

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 35] [added: 36] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

We have audited the accompanying consolidated balance sheets of The Home Depot, Inc. and its subsidiaries (the Company) as of [removed: January 28, 2024] [added: February 2, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] 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 [removed: January 28, 2024,] [added: February 2, 2025,] 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 [removed: January 28, 2024] [added: February 2, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended [removed: January 28, 2024,] [added: February 2, 2025,] 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 [removed: January 28, 2024,] [added: February 2, 2025,] 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: 13, 2024] [added: 20, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

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

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 36] [added: 37] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 37] [added: 38] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

| in millions, except per share data | | | [removed: January 28, 2024] [added: February 2, 2025] | | | | | | January [removed: 29, 2023] [added: 28, 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 3,760] [added: 1,659] | | | | | $ | [removed: 2,757] [added: 3,760] | |

| Receivables, net | | | [removed: 3,328] [added: 4,903] | | | | | | [removed: 3,317] [added: 3,328] | | |

| Merchandise inventories | | | [removed: 20,976] [added: 23,451] | | | | | | [removed: 24,886] [added: 20,976] | | |

| Other current assets | | | [removed: 1,711] [added: 1,670] | | | | | | [removed: 1,511] [added: 1,711] | | |

| Total current assets | | | [removed: 29,775] [added: 31,683] | | | | | | [removed: 32,471] [added: 29,775] | | |

| Net property and equipment | | | [added: $ | 26,702 | | | | | $ |] 26,154 | | | | | [added: $] | 25,631 | | [removed: |]

| Operating lease right-of-use assets | | | [removed: 7,884] [added: 8,592] | | | | | | [removed: 6,941] [added: 7,884] | | |

| Goodwill | | | [removed: 8,455] [added: 19,475] | | | | | | [removed: 7,444] [added: 8,455] | | |

| Total assets | | | $ | [removed: 76,530] [added: 96,119] | | | | | $ | [removed: 76,445] [added: 76,530] | |

| [Note 13. Acquisitions](#i67080f5ae94d4415b551275add3209ce_142) | | | | | | [69](#i67080f5ae94d4415b551275add3209ce_142) | | |

*Fair values of customer relationships intangible assets*

As discussed in Note 13 to the consolidated financial statements, on June 18, 2024, the Company acquired SRS Distribution Inc. (SRS) in a business combination.

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

The acquisition-date fair values of the customer relationships intangible assets recorded by the Company were approximately $5.4 billion.

The Company used the multi-period excess earnings method of the income approach to determine the estimated fair values of the customer relationships intangible assets.

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

We identified the evaluation of the acquisition-date fair values of the customer relationships intangible assets acquired in the SRS business combination as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used in the valuation models, including the forecasted revenues and long-term forecasted revenue growth rates, expected customer attrition rates, and the discount rate applied.

Changes in these assumptions could have had a significant impact on the fair values of the customer relationships intangible assets.

Specialized skills and knowledge were required to assess these significant assumptions and evaluate evidence obtained.

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

We performed sensitivity analyses over the assumptions noted above used to determine the acquisition-date fair values of the customer relationships intangible assets to assess the impact changes in those assumptions would have on the Company’s determination of fair values.

We evaluated forecasted revenues used by the Company by comparing to certain publicly available information for comparable companies, industry reports, and historical revenues achieved.

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

- long-term forecasted revenue growth rates used by comparing to certain nationwide economic trend data such as GDP, inflation, and relevant industry data

- expected customer attrition rates applied by testing management’s process to develop the attrition rate using historical revenue data

- discount rate used in the valuations by comparing the inputs to the discount rate to publicly available market data for comparable entities.

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

March 20, 2025

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

| Intangible assets, net | | | 8,983 | | | | | | 3,606 | | |

| Other assets | | | 684 | | | | | | 656 | | |

| Short-term debt | | | $ | 316 | | | | | $ | — | |

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

| Cost of sales | | | 106,206 | | | | | | 101,709 | | | | | | 104,625 | | |

Fiscal 2023 and fiscal 2022 include 52 weeks.*

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

Fiscal 2023 and fiscal 2022 include 52 weeks.*

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

| Net earnings | | | 14,806 | | | | | | 15,143 | | | | | | 17,105 | | |

*Fiscal 2024 includes 53 weeks.

Fiscal 2023 and fiscal 2022 include 52 weeks.*

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

| Net earnings | | | $ | 14,806 | | | | | $ | 15,143 | | | | | $ | 17,105 | |

| Depreciation and amortization, excluding amortization of intangible assets | | | 3,336 | | | | | | 3,061 | | | | | | 2,796 | | |

| Intangible asset amortization | | | 425 | | | | | | 186 | | | | | | 179 | | |

| Cash dividends | | | (8,929) | | | | | | (8,383) | | | | | | (7,789) | | |

| Non-cash acquisition purchase consideration ([Note 13](#i67080f5ae94d4415b551275add3209ce_142)) | | | 321 | | | | | | — | | | | | | — | | |

*Fiscal 2024 includes 53 weeks.

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

March 13, 2024

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

| Other assets | | | 4,262 | | | | | | 3,958 | | |

| Depreciation and amortization | | | 3,247 | | | | | | 2,975 | | | | | | 2,862 | | |

All periods presented include 52 weeks.

These merchandise inventories represent approximately 38% of the total merchandise inventories balance.

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.

Intangible assets other than goodwill are included in other assets on the consolidated balance sheets.

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

The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs.

On January 30, 2023, we adopted ASU No. 2022-04 with no impact to our consolidated financial condition, results of operations, or cash flows.

ASU No. 2020-04. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate discontinued as a result of reference rate reform.

ASU No. 2020-04 was effective as of March 12, 2020 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020.

This guidance was subsequently amended by ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” which was effective upon issuance in December 2022 and extended the temporary relief provided by Topic 848 through December 31, 2024.

During the second quarter of fiscal 2023, we amended our existing fixed-to-variable interest rate swap agreements, which were designated as fair value hedges, to transition the variable component of such agreements from LIBOR to SOFR.

Concurrent with these amendments, we elected certain of the optional expedients provided in Topic 848, which allow us to maintain our designation of fair value hedge accounting and application of the shortcut method for these agreements.

Recently Issued Accounting Pronouncements

We currently conduct our retail operations in the U.S., Canada, and Mexico, each of which represents one of our three operating segments.

| Building Materials | | | $ | 57,039 | | | | | $ | 59,533 | | | | | $ | 54,990 | |

| Décor | | | 50,295 | | | | | | 52,322 | | | | | | 50,437 | | |

| Hardlines | | | 45,335 | | | | | | 45,548 | | | | | | 45,730 | | |

| Appliances | | | $ | 13,863 | | | | | 9.1 | | % | | | | $ | 14,461 | | | | | 9.2 | | % | | | | $ | 14,232 | | | | | 9.4 | | % |

| Building Materials | | | 11,975 | | | | | | 7.8 | | | | | | 11,298 | | | | | | 7.2 | | | | | | 9,823 | | | | | | 6.5 | | |

| Décor/Storage | | | 6,012 | | | | | | 3.9 | | | | | | 6,357 | | | | | | 4.0 | | | | | | 6,095 | | | | | | 4.0 | | |

| Electrical/Lighting | | | 12,521 | | | | | | 8.2 | | | | | | 13,746 | | | | | | 8.7 | | | | | | 13,473 | | | | | | 8.9 | | |

| Flooring | | | 8,754 | | | | | | 5.7 | | | | | | 9,222 | | | | | | 5.9 | | | | | | 9,225 | | | | | | 6.1 | | |

| Hardware | | | 8,147 | | | | | | 5.3 | | | | | | 8,104 | | | | | | 5.1 | | | | | | 7,873 | | | | | | 5.2 | | |

| Indoor Garden | | | 14,743 | | | | | | 9.7 | | | | | | 14,990 | | | | | | 9.5 | | | | | | 15,546 | | | | | | 10.3 | | |

| Kitchen and Bath | | | 10,593 | | | | | | 6.9 | | | | | | 11,102 | | | | | | 7.1 | | | | | | 10,432 | | | | | | 6.9 | | |

| Lumber | | | 11,731 | | | | | | 7.7 | | | | | | 13,460 | | | | | | 8.6 | | | | | | 13,344 | | | | | | 8.8 | | |

| Millwork | | | 8,301 | | | | | | 5.4 | | | | | | 8,423 | | | | | | 5.4 | | | | | | 7,412 | | | | | | 4.9 | | |

| Paint | | | 11,073 | | | | | | 7.3 | | | | | | 11,180 | | | | | | 7.1 | | | | | | 10,453 | | | | | | 6.9 | | |

| Plumbing | | | 12,511 | | | | | | 8.2 | | | | | | 12,606 | | | | | | 8.0 | | | | | | 10,938 | | | | | | 7.2 | | |

| Tools | | | 12,167 | | | | | | 8.0 | | | | | | 12,376 | | | | | | 7.9 | | | | | | 11,994 | | | | | | 7.9 | | |

| Thereafter | | | 4,288 | | | | | | 2,251 | | |

| | | | Fiscal | | | | | | Fiscal | | |

| Goodwill, balance at beginning of year | | | $ | 7,444 | | | | | $ | 7,449 | |

| Goodwill, balance at end of year | | | $ | 8,455 | | | | | $ | 7,444 | |

| | | | | | | | | |

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

| Fiscal 2024 Form 10-K | | | 71 | | |  | | |

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_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 [removed: January 28, 2024] [added: February 2, 2025] 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 [removed: January 28, 2024] [added: February 2, 2025] 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 [removed: January 28, 2024] [added: February 2, 2025] 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 [removed: January 28, 2024] [added: February 2, 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 66] [added: 72] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

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

We have audited The Home Depot, Inc. and its subsidiaries' (the Company) internal control over financial reporting as of [removed: January 28, 2024,] [added: February 2, 2025,] 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 [removed: January 28, 2024,] [added: February 2, 2025,] 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 [removed: January 28, 2024] [added: February 2, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] 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 [removed: January 28, 2024,] [added: February 2, 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 13, 2024] [added: 20, 2025] expressed an unqualified opinion on those consolidated financial statements.

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

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

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 67] [added: 73] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

Management excluded SRS, which was acquired on June 18, 2024, from our assessment of internal control over financial reporting as of February 2, 2025.

SRS represents approximately 7% of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately 4% of the Company’s consolidated net sales as of and for the year ended February 2, 2025.

This exclusion is in accordance with the SEC staff's general guidance that an assessment of an acquired business may be omitted from the scope of management's assessment for one year following the acquisition.

See [Note](#i67080f5ae94d4415b551275add3209ce_142) [13](#i67080f5ae94d4415b551275add3209ce_142) to our consolidated financial statements for further discussion of the SRS acquisition.

The Company acquired SRS Distribution Inc. (SRS) during fiscal 2024 and management excluded SRS from its assessment of the effectiveness of the Company’s internal control over financial reporting as of February 2, 2025.

SRS represents approximately 7% of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately 4% of the Company’s consolidated net sales as of and for the fiscal year ended February 2, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of SRS.

March 20, 2025

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

March 13, 2024

During the fiscal quarter ended [removed: January 28, 2024,] [added: February 2, 2025,] no director or [added: executive] 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.

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,” [added: “Executive Compensation,”] “General,” and “Audit Committee Report” in our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (“Proxy Statement”).

Executive officers are appointed by, and serve at the pleasure of, the [removed: Board of Directors.][added: Board.]

BASTEK, age [removed: 57,] [added: 58,] has been Executive Vice President – Merchandising, since March 2023.

ANN-MARIE CAMPBELL, age [removed: 58,] [added: 59,] has been Senior Executive Vice President since November 2023.

Ms. Campbell began her career with The Home Depot in 1985 as a cashier and has held roles of increasing [removed: responsibility since she joined the Company,] [added: responsibility,] including vice president roles in the Company’s operations, merchandising, and marketing departments.

[removed: CAREY,] [added: JORDAN BROGGI,] age [removed: 59,] [added: 41,] has been Executive Vice President – Customer Experience [added: and President – Online] since [removed: April 2022.][added: June 2024.]

[removed: He served as] [added: FAHIM SIDDIQUI, age 58, has been] Executive Vice President and Chief Information Officer [removed: from September 2008 to] [added: since] April 2022.

JOHN DEATON, age [removed: 50,] [added: 51,] has been Executive Vice President – Supply Chain & Product Development since November 2021.

DECKER, age [removed: 61,] [added: 62,] has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022.

| Fiscal [removed: 2023] [added: 2024] Form 10-K | | | [removed: 68] [added: 74] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000035495025000085/hd-20250202_g1.jpg)] | | |

[removed: [Table](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [of](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7) [Contents](#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_7)][added: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)]

HOURIGAN, age [removed: 67,] [added: 68,] has been Executive Vice President – Human Resources since June [removed: 2017.][added: 2017 and has announced plans to retire in June 2025.]

McPHAIL, age [removed: 53,] [added: 54,] has been Executive Vice President and Chief Financial Officer since September 2019.

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

Mr. McPhail served as Senior Vice President, Global FP&A, Strategy, and New Business Development, from March 2013 to August [removed: 2014; Vice President, Strategic Business Development, from January 2007 to March 2013; and director of Strategic Business Development from May 2005 to January 2007.][added: 2014.]

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

HECTOR PADILLA, age [removed: 49,] [added: 50,] has been Executive Vice President – U.S. Stores and Operations since November 2023.

TERESA WYNN ROSEBOROUGH, age [removed: 65,] [added: 66,] has been Executive Vice President, General Counsel and Corporate Secretary since November 2011.

From April 2006 through November 2011, Ms. Roseborough served in several legal positions with MetLife, Inc., a provider of insurance and other financial services, including Senior Chief Counsel – Compliance & Litigation and [removed: most recently] as Deputy General Counsel.

Ms. Roseborough serves as a director of [added: Hartford Insurance Group, Inc. (formerly known as] The Hartford Financial Services Group, [removed: Inc.,] [added: Inc.),] an investment and insurance company.

He served as Senior Vice President and President – Online from May 2022 to June 2024.

From October 2020 through May 2022, he served as Senior Vice President, Finance and from October 2016 to October 2020, he served as Vice President, Finance.

Mr. Broggi joined the Company in 2013 and has held roles of increasing responsibility in merchandising finance, supply chain finance, financial planning and analysis and strategic business development.

Prior to joining the Company, he held various positions in finance and strategy with LexisNexis, Bain & Company, and General Motors.

Mr. McPhail joined the Company in 2005 and served in roles of increasing responsibility in finance, strategy and business development from May 2005 to March 2013.

MICHAEL ROWE, age 57, currently serves as Executive Vice President - Pro.

He previously served as President of The Home Depot Canada from October 2020 to February 2025.

From November 2016 to October 2020, he served as Vice President of Online, Marketing and Contractor Services for The Home Depot Canada, where he was responsible for marketing, advertising, e-commerce, installation services, contractor services, and strategy.

Mr. Rowe joined The Home Depot in 2006, serving in various roles for The Home Depot Canada, including Chief Financial Officer, Vice President of Finance and Contractor Services, Procurement and Strategic Business Development.

Prior to joining the Company, Mr. Rowe held positions of increasing responsibility at Maple Leaf Foods, Reckitt Benckiser and Procter & Gamble.

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

MATTHEW A.

From January 2006 through August 2008, he served as Senior Vice President and Chief Technology Officer at eBay Inc., an online commerce platform.

Mr. Carey was previously with Wal-Mart Stores, Inc., a general merchandise retailer, from June 1985 to December 2005.

His final position with Wal-Mart was Senior Vice President and Chief Technology Officer.

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

FAHIM SIDDIQUI, age 57, has been Executive Vice President and Chief Information Officer since April 2022.

| | | | | | | | | |

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

| Fiscal 2024 Form 10-K | | | 75 | | |  | | |

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

| | | | | | | | | |

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

| Fiscal 2023 Form 10-K | | | 69 | | |  | | |

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

- Consolidated Balance Sheets as of [removed: January 28, 2024] [added: February 2, 2025] and January [removed: 29, 2023;][added: 28, 2024;]

- Consolidated Statements of Earnings for fiscal [removed: 2023,] [added: 2024,] fiscal [removed: 2022,] [added: 2023,] and fiscal [removed: 2021;][added: 2022;]