What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-21 compared with 2024-03-13 · 491 added, 238 removed, 889 unchanged (45% of the section changed)

18 unchanged sentences

Commitments and Contingencies

Acquisition s

Fiscal 2024 Form 10-K

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of The Home Depot, Inc.

and its subsidiaries (the Company) as of January 28, 2024 and January 29, 2023, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January 28, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 28, 2024 and January 29, 2023, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended January 28, 2024, in conformity with U.S.

and its subsidiaries (the Company) as of February 2, 2025 and January 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 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 February 2, 2025 and January 28, 2024, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended 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 January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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 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 20, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) 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 critical audit 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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.

Fiscal 2024 Form 10-K

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.

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

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.

Estimation of store shrink

2 unchanged sentences

Shrink is the difference between the recorded amount of inventory and the physical inventory count.

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

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

The estimate for shrink occurring in the interim period between physical inventory counts is calculated on a store-specific basis and is primarily based on recent shrink results.

2 unchanged sentences

retail stores involved auditor judgment.

Fiscal 2023 Form 10-K

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

12 unchanged sentences

CONSOLIDATED BALANCE SHEETS

in millions, except per share data January 28,

in millions, except per share data February 2,

2025 January 28,

8 unchanged sentences

Goodwill 19,475 8,455

Intangible assets, net

Other assets 684 656

2 unchanged sentences

Current liabilities:

Short-term debt $ 316 $ —

Accounts payable 11,938 10,037

15 unchanged sentences

10,000 shares;

1,796 shares at January 28, 2024 and 1,794 shares at January 29, 2023;

992 shares at January 28, 2024 and 1,016 shares at January 29, 2023

1,800 shares at February 2, 2025 and 1,796 shares at January 28, 2024;

994 shares at February 2, 2025 and 992 shares at January 28, 2024

Paid-in capital 14,117 13,147

1 unchanged sentence

Accumulated other comprehensive loss ( 1,129 ) ( 477 )

Treasury stock, at cost, 804 shares at January 28, 2024 and 778 shares at January 29, 2023

Treasury stock, at cost, 806 shares at February 2, 2025 and 804 shares at January 28, 2024

( 95,971 ) ( 95,372 )

26 unchanged sentences

Diluted earnings per share $ 14.91 $ 15.11 $ 16.69

Fiscal 2024 includes 53 weeks.

Fiscal 2023 and fiscal 2022 include 52 weeks.

See accompanying notes to consolidated financial statements.

12 unchanged sentences

Comprehensive income $ 14,154 $ 15,384 $ 17,091

Fiscal 2024 includes 53 weeks.

Fiscal 2023 and fiscal 2022 include 52 weeks.

See accompanying notes to consolidated financial statements.

18 unchanged sentences

( 8,929 ) ( 8,383 ) ( 7,789 )

Other — — ( 2 )

Balance at end of year 89,533 83,656 76,896

9 unchanged sentences

Balance at end of year ( 95,971 ) ( 95,372 ) ( 87,298 )

Total stockholders’ equity (deficit)

Total stockholders’ equity

$ 6,640 $ 1,044 $ 1,562

Fiscal 2024 includes 53 weeks.

Fiscal 2023 and fiscal 2022 include 52 weeks.

See accompanying notes to consolidated financial statements.

7 unchanged sentences

Reconciliation of net earnings to net cash provided by operating activities:

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

Depreciation and amortization, excluding amortization of intangible assets

3,336 3,061 2,796

Intangible asset amortization

Stock-based compensation expense 442 380 366

15 unchanged sentences

Cash Flows from Financing Activities:

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

Proceeds from (repayments of) short-term debt, net

316 — ( 1,035 )

Proceeds from long-term debt, net of discounts 10,010 1,995 6,942

5 unchanged sentences

Net cash used in financing activities

( 694 ) ( 15,443 ) ( 10,993 )

Change in cash and cash equivalents ( 1,915 ) 1,000 482

6 unchanged sentences

Non-cash capital expenditures 250 364 351

Non-cash acquisition purchase consideration ( Note 13 )

Fiscal 2024 includes 53 weeks.

Fiscal 2023 and fiscal 2022 include 52 weeks.

See accompanying notes to consolidated financial statements.

3 unchanged sentences

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Home Depot, Inc., together with its subsidiaries (the “Company,” “Home Depot,” “we,” “our” or “us”), is a home improvement retailer that sells a wide assortment of building materials, home improvement products, lawn and garden products, décor products, and facilities maintenance, repair and operations products, in stores and online.

The Home Depot, Inc., together with its subsidiaries (the “Company,” “The Home Depot,” “Home Depot,” “we,” “our” or “us”), is a home improvement retailer that sells a wide assortment of building materials, home improvement products, lawn and garden products, décor products, and facilities MRO products in stores and online.

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

We operate in the U.S.

(including the Commonwealth of Puerto Rico and the territories of the U.S.

Virgin Islands and Guam), Canada, and Mexico.

During the second quarter of fiscal 2024, we completed the acquisition of SRS, a leading residential specialty trade distribution company that sells roofing and complementary building products, landscape, and pool products to professional contractors.

Refer to Note 2 and Note 13 for further discussion on the acquisition, including certain impacts of the acquisition on our consolidated financial statements.

Consolidation and Presentation

Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries.

Our consolidated financial statements include our accounts and those of our subsidiaries.

Intercompany balances and transactions are eliminated in consolidation.

Our fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31 st .

All periods presented include 52 weeks.

Our fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31.

Fiscal 2024 includes 53 weeks, while fiscal 2023 and fiscal 2022 include 52 weeks.

Reclassifications

Effective July 28, 2024, we began separately presenting intangible assets, net, on the consolidated balance sheets, which were previously included in the other assets line item.

In addition, we began separately presenting intangible asset amortization on the statements of cash flows, which was previously included in the depreciation and amortization line item.

Prior period amounts have been reclassified to conform to the current year’s financial statement presentation.

Use of Estimates

5 unchanged sentences

The following table presents components of receivables, net:

in millions January 28,

in millions February 2,

2025 January 28,

6 unchanged sentences

Rebate receivables represent amounts due from vendors for volume and co-op advertising rebates.

Customer receivables relate to credit extended directly to certain customers in the ordinary course of business.

Customer receivables relate to credit extended directly to certain customers in the ordinary course of business, which increased compared to the beginning of the year primarily as a result of the SRS acquisition.

The valuation allowance related to these receivables was not material to our consolidated financial statements at the end of fiscal 2024 or fiscal 2023.

Fiscal 2024 Form 10-K

Merchandise Inventories

2 unchanged sentences

As the inventory retail value is adjusted regularly to reflect market conditions, inventory valued using the retail method approximates the lower of cost or market.

Certain subsidiaries, including retail operations in Canada and Mexico, and distribution centers, record merchandise inventories at the lower of cost or net realizable value, as determined by a cost method, primarily the first-in, first-out method.

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

Our remaining merchandise inventories, including those within our retail operations in Canada and Mexico, distribution centers, and SRS, are recorded at the lower of cost or net realizable value, as determined by a cost method, primarily the first-in, first-out method.

We evaluate the inventory valued using a cost method at the end of each quarter to ensure that it is carried at the lower of cost or net realizable value, and the adjustments recorded to merchandise inventories valued under a cost method were not material to our consolidated financial statements at the end of fiscal 2024 or fiscal 2023.

Fiscal 2023 Form 10-K

Physical inventory counts or cycle counts are taken on a regular basis in each store and distribution center to ensure that amounts reflected in merchandise inventories are properly stated.

Physical inventory counts or cycle counts are taken on a regular basis in our stores, distribution centers and branches to ensure that amounts reflected in merchandise inventories are properly stated.

Shrink (or in the case of excess inventory, swell) is the difference between the recorded amount of inventory and the physical inventory count.

We calculate shrink based on actual inventory losses identified as a result of physical inventory counts during each fiscal period and estimated inventory losses between physical inventory counts.

We calculate shrink based on actual inventory losses identified as a result of physical inventory counts during each fiscal period and estimated inventory losses occurring between physical inventory counts.

The estimate for shrink occurring in the interim period between physical inventory counts is calculated on a store-specific basis and is primarily based on recent shrink results.

16 unchanged sentences

If the resulting fair value is less than the carrying value, an impairment loss is recognized for the difference between the carrying value and the estimated fair value.

Impairment losses on property and equipment are recorded as a component of SG&A.

Impairment losses on property and equipment are generally recorded as a component of SG&A.

Impairment charges for long-lived assets were not material to our consolidated financial statements in fiscal 2024, fiscal 2023, or fiscal 2022.

Fiscal 2024 Form 10-K

We enter into contractual arrangements for the utilization of certain non-owned assets which are evaluated as finance or operating leases upon commencement, and are accounted for accordingly.

7 unchanged sentences

Based on these determinations, we generally conclude that the exercise of renewal options would not be reasonably certain in determining the lease term at commencement.

Fiscal 2023 Form 10-K

The discount rate used to calculate the present value of lease payments is the rate implicit in the lease, when readily determinable.

17 unchanged sentences

Each fiscal year, we may assess qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments, with a quantitative assessment completed periodically or as facts and circumstances warrant.

During the third quarter of fiscal 2023, we completed our annual assessment of the recoverability of goodwill for our U.S., Canada, and Mexico reporting units, using a quantitative approach.

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.

The results of our quantitative analysis indicated that the fair value of each of the reporting units substantially exceeded its respective carrying value, including goodwill.

There were no impairment charges related to goodwill for fiscal 2023, fiscal 2022, or fiscal 2021.

Additional information regarding our goodwill is included in Note 4 .

Other Intangible Assets

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

Fiscal 2024 Form 10-K

Intangible Assets, net

We amortize the cost of definite-lived intangible assets on a straight-line basis over their estimated useful lives, which range up to approximately 20 years, as this approximates the pattern of expected economic benefit.

1 unchanged sentence

Intangible assets with indefinite lives are tested in the third quarter of each fiscal year for impairment, or more often if indicators warrant.

During the third quarter of fiscal 2023, we completed our annual assessment of the recoverability of our indefinite-lived intangible assets based on quantitative factors and concluded no impairment losses should be recognized.

There were no impairment losses related to intangible assets for fiscal 2023, fiscal 2022, or fiscal 2021.

Additional information regarding our intangible assets is included in Note 4 .

Fiscal 2023 Form 10-K

Supplier Finance Programs

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

Supplier Finance Program

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

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

1 unchanged sentence

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

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

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

We do not reimburse suppliers for any costs they incur for participation in the program, and we have not pledged any assets as security or provided any guarantees as part of the program.

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

1 unchanged sentence

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

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

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

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

Our outstanding payment obligations under our supplier finance program are recorded within accounts payable on the consolidated balance sheets.

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

The following table presents the changes in our outstanding obligations under our supplier finance program:

in millions 2024

Confirmed obligations outstanding at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Confirmed obligations outstanding at the end of the year

We record any premiums or discounts associated with an issuance of long-term debt as a direct addition or deduction to the carrying value of the related senior notes.

10 unchanged sentences

We record realized gains and losses from derivative instruments in the same financial statement line item as the hedged item.

Fiscal 2024 Form 10-K

Cash flows from the settlement of derivative instruments appear in the consolidated statements of cash flows in the same categories as the cash flows of the hedged item.

4 unchanged sentences

We also maintain cybersecurity and privacy liability insurance coverage to help limit our exposure to losses such as those that may be caused by a significant compromise or breach of our data security, as well as property loss coverage.

Our self-insurance liabilities, which are included in accrued salaries and related expenses, other accrued expenses, and other long-term liabilities in the consolidated balance sheets, were $ 1.4 billion at January 28, 2024, and $ 1.3 billion at January 29, 2023.

Fiscal 2023 Form 10-K

Our self-insurance liabilities, which are included in accrued salaries and related expenses, other accrued expenses, and other long-term liabilities in the consolidated balance sheets, were $ 1.5 billion at February 2, 2025, and $ 1.4 billion at January 28, 2024.

Treasury Stock

15 unchanged sentences

Such performance obligations are part of contracts with expected original durations of typically three months or less.

As of January 28, 2024 and January 29, 2023, deferred revenue for products and services was $ 1.7 billion and $ 2.0 billion, respectively.

As of February 2, 2025 and January 28, 2024, deferred revenue for products and services was $ 1.5 billion and $ 1.7 billion, respectively.

We further record deferred revenue for the sale of gift cards and recognize the associated revenue upon the redemption of those gift cards, which generally occurs within six months of gift card issuance.

As of both January 28, 2024 and January 29, 2023, our performance obligations for unredeemed gift cards were $ 1.1 billion.

As of both February 2, 2025 and January 28, 2024, our performance obligations for unredeemed gift cards were $ 1.1 billion.

Gift card breakage income, which is our estimate of the portion of our outstanding gift card balance not expected to be redeemed, is recognized in net sales and was immaterial in fiscal 2024, fiscal 2023, and fiscal 2022.

Certain customers are provided with the ability to purchase products on credit with pre-approved limits where payment is due after delivery to the customer.

We also have agreements with third-party service providers who directly extend credit to customers, manage our PLCC program, and own the related receivables.

2 unchanged sentences

Deferred interest charges incurred for our deferred financing programs offered to these customers, interchange fees charged to us for their use of the cards, and any profit sharing with the third-party service providers are included in net sales.

Fiscal 2024 Form 10-K

Cost of Sales

8 unchanged sentences

Volume rebates and certain co-op advertising allowances reduce the carrying cost of inventory and are recognized in cost of sales when the related inventory is sold.

Fiscal 2023 Form 10-K

Selling, General and Administrative

5 unchanged sentences

Stock-Based Compensation

We are currently authorized to issue incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and deferred shares to certain of our associates and non-employee directors under certain stock incentive plans.

We are currently authorized to issue incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units, stock appreciation rights, and deferred shares to certain of our associates and non-employee directors under certain stock incentive plans.

We measure and recognize compensation expense for all stock-based payment awards made to associates and non-employee directors based on estimated fair values.

13 unchanged sentences

Accrued interest and penalties related to income tax matters are recognized in other accrued expenses and other long-term liabilities on our consolidated balance sheets.

Fiscal 2024 Form 10-K

We file a consolidated U.S.

11 unchanged sentences

We have made an accounting election to record this tax in the period the tax arises.

Fiscal 2023 Form 10-K

Comprehensive Income

Comprehensive income includes net earnings adjusted for certain gains and losses that are excluded from net earnings and recognized within accumulated other comprehensive loss as a component of equity, which consist primarily of foreign currency translation adjustments.

Accumulated other comprehensive loss also includes net losses on cash flow hedges that were immaterial as of January 28, 2024 and January 29, 2023.

Comprehensive income includes net earnings adjusted for certain gains and losses that are excluded from net earnings and recognized within accumulated other comprehensive loss as a component of equity, which consists primarily of foreign currency translation adjustments.

Accumulated other comprehensive loss also includes net losses on cash flow hedges that were immaterial as of February 2, 2025 and January 28, 2024.

Reclassifications from accumulated other comprehensive loss into earnings were immaterial in fiscal 2024, fiscal 2023, and fiscal 2022.

3 unchanged sentences

Revenues and expenses are translated using average exchange rates for the period, and equity transactions are translated using the actual rate on the day of the transaction.

Cumulative foreign currency translation adjustments recorded in accumulated other comprehensive loss as of January 28, 2024 and January 29, 2023 were losses of $ 365 million and $ 597 million, respectively.

Cumulative foreign currency translation adjustments recorded in accumulated other comprehensive loss as of February 2, 2025 and January 28, 2024 were losses of $ 970 million and $ 365 million, respectively.

Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU No.

2022-04, “Liabilities—Supplier Finance Programs (Topic 405-50):

Disclosure of Supplier Finance Program Obligations,” to enhance the transparency of supplier finance programs used by an entity in connection with the purchase of goods and services.

The standard requires entities that use supplier finance programs to disclose the key terms, including a description of payment terms, the confirmed amount outstanding under the program at the end of each reporting period, a description of where those obligations are presented on the balance sheet, and an annual rollforward, including the amount of obligations confirmed and the amount paid during the period.

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

2022-04 was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the required rollforward information, which is effective for fiscal years beginning after December 15, 2023.

On January 30, 2023, we adopted ASU No.

2022-04 with no impact to our consolidated financial condition, results of operations, or cash flows.

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.

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.

The adoption of this guidance did not have a material impact on our consolidated financial condition, results of operations, or cash flows.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU No.

5 unchanged sentences

The guidance is required to be applied on a retrospective basis .

We are currently evaluating the impact of the standard on our consolidated financial statement disclosures.

Fiscal 2023 Form 10-K

We adopted ASU No.

2023-07 in the fourth quarter of fiscal 2024.

The adoption of this guidance resulted in additional financial statement disclosures and had no impact to our consolidated financial condition, results of operations, or cash flows.

See Note 2 which includes the disclosures resulting from our adoption of this guidance.

In September 2022, the FASB issued ASU No.

2022-04, “Liabilities—Supplier Finance Programs (Topic 405-50):

Disclosure of Supplier Finance Program Obligations,” to enhance the transparency of supplier finance programs used by an entity in connection with the purchase of goods and services.

The standard requires entities that use supplier finance programs to disclose the key terms of such programs, along with an annual rollforward of the related obligations, including the amount of obligations confirmed and the amounts paid during the period.

2022-04 was effective for fiscal years beginning after December 15, 2022, except for the required rollforward information, which was effective for fiscal years beginning after December 15, 2023.

We adopted ASU No.

2022-04 in the first quarter of fiscal 2023, with the exception of the annual rollforward requirement, which was adopted on a prospective basis in the fourth quarter of fiscal 2024.

The adoption of this guidance did not have an impact on our consolidated financial condition, results of operations, or cash flows.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

5 unchanged sentences

We are currently evaluating the impact of the standard on our consolidated financial statement disclosures.

Fiscal 2024 Form 10-K

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses by requiring disaggregated disclosure, in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions.

2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The new standard may be applied either on a prospective or retrospective basis.

We are currently evaluating the impact of the standard on our consolidated financial statement disclosures.

Recent accounting pronouncements adopted or pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

SEGMENT REPORTING AND NET SALES

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

Our operating segments reflect the way in which internally-reported financial information is regularly reviewed by the chief operating decision maker, who is our President and Chief Executive Officer, to analyze performance, make decisions and allocate resources.

For disclosure purposes, we aggregate these three operating segments into one reportable segment due to the similar nature of their operations and economic characteristics.

Segment Reporting

The Company defines its segments based on how internally reported financial information is regularly reviewed by the chief operating decision maker (“CODM”), our President and Chief Executive Officer, to analyze financial performance, make decisions, and allocate resources.

Primary Segment.

We are engaged in the operation of retail stores and sell a wide assortment of building materials, home improvement products, lawn and garden products, décor products, and facilities MRO products both in stores and online.

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

We currently conduct these operations in the U.S.

(including the Commonwealth of Puerto Rico and the territories of the U.S.

Virgin Islands and Guam), Canada, and Mexico, each of which represents an operating segment.

For disclosure purposes, we aggregate these three geographic operating segments into one reportable segment (the “Primary segment”) due to the similar nature of their operations and economic characteristics.

As discussed in Note 13 , in June 2024, we acquired SRS, a leading residential specialty trade distribution company across several verticals serving the professional roofer, landscaper and pool contractor through its branches located throughout the U.S.

SRS is organized as three different lines of business:

roofing and complementary building products, landscape, and pool.

We have determined that each of these three lines of business represents an operating segment, none of which meets the thresholds prescribed under Topic 280 to be deemed a reportable segment.

Therefore, results from our SRS operating segments are presented in “Other” beginning from the acquisition date of June 18, 2024.

Segment Information.

For our Primary segment, our CODM uses operating income to allocate resources in the planning and forecasting process and to assess segment performance by monitoring actual results versus prior-period, forecasted results, and the annual plan.

Assets are reviewed by our CODM on a total company consolidated basis and not by segment.

The accounting policies of our Primary segment are the same as those described in our summary of significant accounting policies.

The following table presents net sales, significant expenses, and operating income for our Primary segment:

in millions Fiscal

$ 153,108 $ 152,669 $ 157,403

Cost of sales

101,194 101,709 104,625

51,914 50,960 52,778

Operating expenses:

Selling, general and administrative

27,822 26,598 26,284

Depreciation and amortization

2,779 2,673 2,455

Total operating expenses

30,601 29,271 28,739

Primary segment operating income

$ 21,313 $ 21,689 $ 24,039

Fiscal 2024 Form 10-K

The following table presents a reconciliation of certain Primary segment information to our consolidated totals:

in millions Primary Segment Other Consolidated

$ 153,108 $ 6,406 $ 159,514

Operating income

21,313 213 21,526

Interest income and other, net

Interest expense

Earnings before provision for income taxes

Depreciation and amortization (1)

$ 3,350 $ 358 $ 3,708

(1) Includes depreciation and finance lease amortization in cost of sales.

Also includes intangible asset amortization expense of $ 207 million in our Primary segment and $ 218 million in Other.

Net sales presented in Other relate to the sale of products by SRS, with roofing and related products accounting for approximately 68 % of sales in Other during fiscal 2024.

Prior to the SRS acquisition, our total Company consolidated results represented our Primary segment.

Therefore, a reconciliation to our consolidated totals is not applicable for fiscal 2023 or fiscal 2022.

The following table presents net property and equipment, classified by geography:

in millions January 28,

in millions February 2,

2025 January 28,

5 unchanged sentences

Net property and equipment $ 26,702 $ 26,154 $ 25,631

No sales to an individual customer accounted for more than 10% of revenue during any of the last three fiscal years.

The following table presents net sales, classified by geography:

Fiscal Fiscal Fiscal

in millions 2023 2022 2021

Net sales – in the U.S.

$ 140,083 $ 144,840 $ 138,920

Net sales – outside the U.S.

12,586 12,563 12,237

Net sales $ 152,669 $ 157,403 $ 151,157

The following table presents net sales by products and services:

Fiscal Fiscal Fiscal

in millions 2023 2022 2021

Net sales – products $ 146,835 $ 151,804 $ 145,745

Net sales – services 5,834 5,599 5,412

Net sales $ 152,669 $ 157,403 $ 151,157

The following table presents major product lines and the related merchandising departments (and related services):

The following table presents our Primary segment major product lines and the related merchandising departments (and related services):

Major Product Line Merchandising Departments

Building Materials Building Materials, Electrical/Lighting, Lumber, Millwork, and Plumbing

Décor Appliances, Décor/Storage, Flooring, Kitchen and Bath, and Paint

Hardlines Hardware, Indoor Garden, Outdoor Garden, and Tools

Fiscal 2023 Form 10-K

The following table presents net sales by major product line (and related services):

Building Materials Building Materials, Electrical, Lumber, Millwork, and Plumbing

Décor Appliances, Bath, Flooring, Kitchen & Blinds, Lighting, and Paint

Hardlines Hardware, Indoor Garden, Outdoor Garden, Power, and Storage & Organization

During the first quarter of fiscal 2024, we made certain changes to our merchandising department structure that realigned certain merchandising departments across our three major product lines within our Primary segment.

As a result, prior-year amounts in each of the tables below have been reclassified to conform with the current-year presentation.

These changes had no impact on consolidated net sales.

The following table presents net sales by major product line (and related services) within our Primary segment, as well as Other net sales:

Fiscal Fiscal Fiscal

3 unchanged sentences

Hardlines 48,562 48,063 48,389

Net sales $ 152,669 $ 157,403 $ 151,157

The following table presents net sales by merchandising department (and related services):

Primary segment net sales

153,108 152,669 157,403

Other net sales

$ 159,514 $ 152,669 $ 157,403

Fiscal 2024 Form 10-K

The following table presents net sales by merchandising department (and related services) within our Primary segment, as well as Other net sales:

Fiscal Fiscal Fiscal

4 unchanged sentences

Appliances $ 14,046 8.8 % $ 13,917 9.1 % $ 14,521 9.2 %

6,485 4.1 6,630 4.3 6,855 4.4

Building Materials 12,423 7.8 12,118 7.9 11,410 7.2

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

7,877 4.9 8,038 5.3 8,824 5.6

8,596 5.4 8,762 5.7 9,198 5.8

8,999 5.6 9,010 5.9 8,953 5.7

Indoor Garden

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

10,519 6.6 10,283 6.7 10,105 6.4

Kitchen & Blinds

7,238 4.5 7,154 4.7 7,751 4.9

4,222 2.6 4,531 3.0 5,036 3.2

Lumber 11,762 7.4 11,721 7.7 13,436 8.5

3 unchanged sentences

Plumbing 12,357 7.7 12,483 8.2 12,474 7.9

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

Total $ 152,669 100.0 % $ 157,403 100.0 % $ 151,157 100.0 %

13,100 8.2 12,864 8.4 13,271 8.4

Storage & Organization

5,636 3.5 5,628 3.7 6,021 3.8

Primary segment net sales

153,108 96.0 152,669 100.0 157,403 100.0

Other net sales

6,406 4.0 — — — —

$ 159,514 100.0 % $ 152,669 100.0 % $ 157,403 100.0 %

Certain percentages may not sum to totals due to rounding.

See additional discussion above for information on the components of Other net sales.

The following table presents net sales, classified by geography:

Fiscal Fiscal Fiscal

in millions 2024 2023 2022

Net sales – in the U.S.

$ 147,007 $ 140,083 $ 144,840

Net sales – outside the U.S.

12,507 12,586 12,563

Net sales $ 159,514 $ 152,669 $ 157,403

The following table presents net sales by products and services:

Fiscal Fiscal Fiscal

in millions 2024 2023 2022

Net sales – products $ 153,674 $ 146,835 $ 151,804

Net sales – services 5,840 5,834 5,599

Net sales $ 159,514 $ 152,669 $ 157,403

No sales to an individual customer accounted for more than 10% of revenue during any of the last three fiscal years.

Fiscal 2024 Form 10-K

PROPERTY AND LEASES

1 unchanged sentence

The following table presents components of net property and equipment:

in millions January 28,

in millions February 2,

2025 January 28,

6 unchanged sentences

Property and equipment, at cost 55,783 53,257

Less accumulated depreciation and finance lease amortization 27,103 26,644

accumulated depreciation and finance lease amortization

29,081 27,103

Net property and equipment $ 26,702 $ 26,154

Fiscal 2023 Form 10-K

The following table presents depreciation and finance lease amortization expense, including depreciation and finance lease amortization expense included in cost of sales:

3 unchanged sentences

The following table presents the consolidated balance sheet classification related to operating and finance leases:

in millions Consolidated Balance Sheet Classification January 28,

in millions Consolidated Balance Sheet Classification February 2,

2025 January 28,

8 unchanged sentences

Total lease liabilities $ 11,928 $ 11,400

(1) Finance lease assets are recorded net of accumulated amortization of $ 1.2 billion as of both January 28, 2024 and January 29, 2023.

(1) Finance lease assets are recorded net of accumulated amortization of $ 1.4 billion as of February 2, 2025 and $ 1.2 billion as of January 28, 2024.

Fiscal 2024 Form 10-K

The following table presents components of lease cost, excluding short-term lease cost and sublease income which are immaterial:

16 unchanged sentences

Finance leases 3.7 % 3.7 %

Fiscal 2023 Form 10-K

The following table presents approximate future minimum payments under operating and finance leases at January 28, 2024:

The following table presents approximate future minimum payments under operating and finance leases at February 2, 2025:

in millions Operating

20 unchanged sentences

Lease assets obtained in exchange for new finance lease liabilities 153 336 322

Fiscal 2024 Form 10-K

GOODWILL AND INTANGIBLE ASSETS

The following table presents the changes in the carrying amount of our goodwill:

Fiscal Fiscal

in millions 2023 2022

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

in millions Primary Segment

Goodwill, balance at January 29, 2023

$ 7,444 $ — $ 7,444

Acquisitions (1)

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

(1) Fiscal 2023 includes the preliminary determination of goodwill related to acquisitions completed within the year.

Goodwill, balance at January 28, 2024

8,455 — 8,455

Acquisitions (1)

23 11,025 11,048

( 28 ) — ( 28 )

Goodwill, balance at February 2, 2025 $ 8,450 $ 11,025 $ 19,475

(1) Activity includes the preliminary determination of goodwill related to acquisitions completed during the fiscal year.

Amounts presented in the Other column represent goodwill related to the SRS acquisition completed in the second quarter of fiscal 2024, as well as other immaterial acquisitions completed by SRS during the second half of fiscal 2024.

See Note 13 for further details.

(2) Reflects the net impact of foreign currency translation.

Fiscal 2023 Form 10-K

(2) Primarily reflects the net impact of foreign currency translation as well as immaterial measurement period adjustments related to acquisitions completed in the prior fiscal year.

During the third quarter of fiscal 2024, we completed our annual assessment of the recoverability of goodwill for our U.S., Canada, and Mexico reporting units that reside within our Primary segment.

As the results of our most recent quantitative analysis in fiscal 2023 indicated that the fair value of each reporting unit substantially exceeded its respective carrying value, we performed a qualitative assessment to determine if there were any indicators of impairment.

Based on this assessment, we concluded that while there have been events and circumstances that have both positively and negatively impacted our reporting units, no single factor or combination of factors is an indicator that it is more likely than not that the fair value of any of these reporting units was less than its carrying amount.

Additionally, following the completion of the SRS acquisition, we now have three new reporting units which align with our SRS operating segments:

roofing and complementary building products, landscape, and pool.

As a result of the recency of the acquisition to our annual assessment date, these reporting units were also analyzed for impairment during the third quarter of fiscal 2024 using a qualitative approach.

Based on this analysis, we concluded that there were no events or circumstances that would indicate that it is more likely than not that the fair value of any of these reporting units was less than its carrying amount.

There were also no impairment charges related to goodwill in fiscal 2023 or fiscal 2022.

Intangible Assets

The following table presents information regarding our intangible assets, which are included in other assets on the consolidated balance sheets:

January 28, 2024 (1)

The following table presents information regarding our intangible assets:

February 2, 2025 (1)

January 28, 2024

8 unchanged sentences

$ 10,115 $ ( 1,132 ) $ 8,983 $ 4,313 $ ( 707 ) $ 3,606

(1) Includes the preliminary allocation of fair value to intangible assets related to acquisitions completed within fiscal 2023.

(1) Includes the allocation of fair value to intangible assets related to the SRS acquisition, as well as other immaterial acquisitions completed during fiscal 2024.

See Note 13 for further details.

Our intangible asset amortization expense was immaterial for fiscal 2023, fiscal 2022, and fiscal 2021.

The following table presents the estimated future amortization expense related to definite-lived intangible assets as of January 28, 2024:

Our intangible asset amortization expense was $ 425 million, $ 186 million and $ 179 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively.

Fiscal 2024 Form 10-K

The following table presents the estimated future amortization expense related to definite-lived intangible assets as of February 2, 2025:

in millions Amortization Expense

6 unchanged sentences

Total $ 8,334

During the third quarter of fiscal 2024, we completed our annual assessment of the recoverability of our indefinite-lived intangible assets using a quantitative analysis and concluded no impairment losses should be recognized.

There were no impairment charges related to any of our definite or indefinite-lived intangible assets in fiscal 2024, fiscal 2023, or fiscal 2022.

DEBT AND DERIVATIVE INSTRUMENTS

Short-Term Debt

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

In connection with our program, we have back-up credit facilities with a consortium of banks for borrowings up to $ 5.0 billion, which consist of a five-year $ 3.5 billion credit facility scheduled to expire in July 2027 and a 364 -day $ 1.5 billion credit facility scheduled to expire in July 2024.

At the beginning of fiscal 2024, we had a commercial paper program that allowed for an aggregate of $ 5.0 billion in borrowings.

In connection with this program, we had back-up credit facilities with a consortium of banks for an aggregate of $ 5.0 billion in borrowings, which consisted of a five-year $ 3.5 billion credit facility scheduled to expire in July 2027 and a 364 -day $ 1.5 billion credit facility scheduled to expire in July 2024.

At January 28, 2024, there were no outstanding borrowings under our commercial paper program or back-up credit facilities.

In May 2024, we increased our commercial paper program from $ 5.0 billion to $ 19.5 billion in connection with the anticipated financing of the acquisition of SRS (see Note 13 for details regarding the SRS acquisition).

In May 2024, in connection with the increase in the commercial paper program, we entered into three additional back-up credit facilities that consisted of a 364 -day $ 3.5 billion credit facility scheduled to expire in May 2025, a three-year $ 1.0 billion credit facility scheduled to expire in May 2027, and a 364 -day $ 10.0 billion credit facility scheduled to expire in May 2025.

The $ 10.0 billion credit facility also provided that the commitments and any borrowings under that facility would be reduced by the amount of net cash proceeds we received from any future debt issuance.

In June 2024, leading up to the acquisition of SRS on June 18, 2024, we raised commercial paper borrowings of over $ 15.0 billion to fund the transaction.

On June 25, 2024, we received the proceeds from the issuance of $ 10.0 billion of long-term debt, as further discussed below, and immediately used the proceeds to repay approximately $ 10.0 billion of these commercial paper borrowings.

On June 27, 2024, we terminated the $ 10.0 billion back-up credit facility, and subsequently reduced our commercial paper program from $ 19.5 billion to $ 9.5 billion.

In July 2024, we completed the renewal of our 364 -day $ 1.5 billion credit facility, extending the maturity from July 2024 to July 2025.

In December 2024, we reduced our total credit facilities and concurrently reduced our commercial paper program, each by $ 2.5 billion.

This reduction included terminating the three-year $ 1.0 billion back-up credit facility that was scheduled to expire in May 2027 and reducing the aggregate commitments under the 364 -day back-up credit facility that is scheduled to expire in May 2025 from $ 3.5 billion to $ 2.0 billion.

As of February 2, 2025, our commercial paper program allowed for an aggregate of $ 7.0 billion in borrowings and is supported by $ 7.0 billion of back-up credit facilities.

All of our short-term borrowings in fiscal 2024 and fiscal 2023 were under our commercial paper program.

At January 28, 2024 and January 29, 2023, there were no outstanding borrowings under this program.

The following table presents additional information on borrowings under our commercial paper program during fiscal 2023 and fiscal 2022:

At February 2, 2025, we had $ 316 million of outstanding borrowings under our commercial paper program with a weighted-average interest rate of 4.4 % and no outstanding borrowings under back-up credit facilities.

The following table presents information on borrowings under our commercial paper program during fiscal 2024 and fiscal 2023:

Fiscal Fiscal

8 unchanged sentences

Payable Principal

Amount January 28,

Amount February 2,

2025 January 28,

2.70 % Senior notes due April 2023

Semi-annually $ — $ — $ 1,000

3.75 % Senior notes due February 2024

8 unchanged sentences

Semi-annually 750 749 749

Floating rate Senior notes due December 2025 Quarterly 600 599 —

5.10 % Senior notes due December 2025

Semi-annually 900 898 —

3.00 % Senior notes due April 2026

Semi-annually 1,300 1,297 1,296

5.15 % Senior notes due June 2026

Semi-annually 1,500 1,496 —

2.125 % Senior notes due September 2026

6 unchanged sentences

Semi-annually 750 747 746

4.875 % Senior notes due June 2027

Semi-annually 1,000 995 —

2.80 % Senior notes due September 2027

10 unchanged sentences

Semi-annually 1,750 1,672 1,665

4.75 % Senior notes due June 2029

Semi-annually 1,250 1,239 —

2.70 % Senior notes due April 2030

2 unchanged sentences

Semi-annually 1,250 1,173 1,167

4.85 % Senior notes due June 2031

Semi-annually 1,000 989 —

1.875 % Senior notes due September 2031

4 unchanged sentences

Semi-annually 1,250 1,244 1,243

4.95 % Senior notes due June 2034

Semi-annually 1,750 1,725 —

5.875 % Senior notes due December 2036

30 unchanged sentences

Semi-annually 1,000 980 980

5.30 % Senior notes due June 2054

Semi-annually 1,500 1,466 —

3.50 % Senior notes due September 2056

Semi-annually 1,000 974 974

5.40 % Senior notes due June 2064

Semi-annually 500 489 —

Total senior notes $ 51,050 $ 49,731 $ 40,843

Finance lease obligations;

payable in varying installments through April 30, 2076 $ 3,268 $ 3,285

payable in varying installments through January 31, 2055 3,021 3,268

Other long-term debt

Total long-term debt 53,067 44,111

Less current installments of long-term debt 1,368 1,231

current installments of long-term debt

Long-term debt, excluding current installments $ 48,485 $ 42,743

1 unchanged sentence

Fiscal 2024 Form 10-K

November 2023 Issuance.

In November 2023, we issued three tranches of senior notes.

• The first tranche consisted of $ 500 million of 5.125 % senior notes due April 30, 2025 at a discount of $ 0.3 million.

Interest on these notes is due semi-annually on April 30 and October 30 of each year, beginning April 30, 2024.

• The second tranche consisted of $ 750 million of 4.95 % senior notes due September 30, 2026 at a discount of $ 1.6 million.

Interest on these notes is due semi-annually on March 30 and September 30 of each year, beginning March 30, 2024.

• The third tranche consisted of $ 750 million of 4.90 % senior notes due April 15, 2029 at a discount of $ 3.4 million.

Interest on these notes is due semi-annually on April 15 and October 15 of each year, beginning April 15, 2024.

• Issuance costs totaled $ 7 million.

In April 2023, we repaid our $ 1.0 billion 2.70 % senior notes at maturity.

All of our senior notes may be redeemed by us at any time, in whole or in part, at the redemption price plus accrued interest up to the redemption date.

With respect to the 5.875 % 2036 notes and the 5.125 % 2025 notes, the redemption price is equal to the greater of (1) 100 % of the principal amount of the notes to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due after the related redemption date.

With respect to all other notes, prior to the Par Call Date, as defined in the respective notes, the redemption price is equal to the greater of (1) 100 % of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest to the Par Call Date.

On or after the Par Call Date, the redemption price is equal to 100 % of the principal amount of the notes.

Additionally, if a Change in Control Triggering Event occurs, as defined in the notes, holders of all such notes have the right to require us to redeem those notes at 101 % of the aggregate principal amount of the notes plus accrued interest up to the redemption date.

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

The indentures governing the notes contain various customary covenants;

however, none are expected to impact our liquidity or capital resources.

June 2024 Issuance.

In June 2024, we issued nine tranches of senior notes.

• The first tranche consisted of $ 600 million of floating rate senior notes due December 24, 2025 (the “floating rate notes”).

The floating rate notes bear interest at a variable rate determined quarterly equal to the compounded Secured Overnight Financing Rate (“SOFR”) plus 33 basis points.

Interest on the floating rate notes is due quarterly on March 24, June 24, September 24, and December 24 of each year, beginning on September 24, 2024.

• The second tranche consisted of $ 900 million of 5.10 % senior notes due December 24, 2025 (the “2025 notes”) at a discount of $ 0.8 million.

Interest on the 2025 notes is due semi-annually on June 24 and December 24 of each year, beginning on December 24, 2024.

• The third tranche consisted of $ 1.5 billion of 5.15 % senior notes due June 25, 2026 (the “2026 notes”) at a discount of $ 1.7 million.

Interest on the 2026 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.

• The fourth tranche consisted of $ 1.0 billion of 4.875 % senior notes due June 25, 2027 (the “2027 notes”) at a discount of $ 3.3 million.

Interest on the 2027 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.

• The fifth tranche consisted of $ 1.25 billion of 4.75 % senior notes due June 25, 2029 (the “2029 notes”) at a discount of $ 8.1 million.

Interest on the 2029 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.

• The sixth tranche consisted of $ 1.0 billion of 4.85 % senior notes due June 25, 2031 (the “2031 notes”) at a discount of $ 7.1 million.

Interest on the 2031 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.

• The seventh tranche consisted of $ 1.75 billion of 4.95 % senior notes due June 25, 2034 (the “2034 notes”) at a discount of $ 16.7 million.

Interest on the 2034 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.

• The eighth tranche consisted of $ 1.5 billion of 5.30 % senior notes due June 25, 2054 (the “2054 notes”) at a discount of $ 23.5 million.

Interest on the 2054 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.

• The ninth tranche consisted of $ 500 million of 5.40 % senior notes due June 25, 2064 (the “2064 notes”) at a discount of $ 8.5 million.

Interest on the 2064 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.

• Issuance costs for the June 2024 issuance totaled $ 41 million.

Our floating rate notes are not redeemable prior to maturity.

All of our fixed rate notes may be redeemed by us at any time, in whole or in part, at the redemption price plus accrued and unpaid interest up to the redemption date.

With respect to the 5.125 % 2025 notes, 5.10 % 2025 notes, 5.15 % 2026 notes and 5.875 % 2036 notes, the redemption price is equal to the greater of (1) 100 % of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes that would be due after the related redemption date.

With respect to all other fixed rate notes, prior to the relevant Par Call Date, as defined in the respective notes, the redemption price is equal to the greater of (1) 100 % of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest to the Par Call Date.

On or after the relevant Par Call Date, the redemption price is equal to 100 % of the principal amount of such notes.

Additionally, if a Change in Control Triggering Event occurs, as defined in the notes, holders of all such notes have the right to require us to offer payment, in cash, for those notes equal to 101 % of the aggregate principal amount of such notes plus accrued and unpaid interest up to the date of purchase.

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

The indentures governing our notes contain various customary covenants;

however, none of the covenants are expected to impact our liquidity or capital resources.

In February 2024, we repaid our $ 1.1 billion 3.75 % senior notes at maturity.

Fiscal 2024 Form 10-K

Maturities of Long-Term Debt.

The following table presents our long-term debt maturities, excluding finance leases, as of January 28, 2024:

The following table presents our long-term debt maturities, excluding finance leases, as of February 2, 2025:

in millions Principal

10 unchanged sentences

Fair Value Hedges.

We had outstanding interest rate swap agreements with combined notional amounts of $ 5.4 billion at both January 28, 2024 and January 29, 2023.

We had outstanding interest rate swap agreements with combined notional amounts of $ 5.4 billion at both February 2, 2025 and January 28, 2024.

These agreements are accounted for as fair value hedges that swap fixed for variable rate interest to hedge changes in the fair values of certain senior notes.

At January 28, 2024 and January 29, 2023, the fair values of these agreements totaled $ 858 million and $ 778 million, respectively, all of which are recognized in other long-term liabilities on the consolidated balance sheets.

At February 2, 2025 and January 28, 2024, the fair values of these agreements totaled $ 795 million and $ 858 million, respectively, all of which are recognized in other long-term liabilities on our consolidated balance sheets.

All of our interest rate swap agreements designated as fair value hedges meet the shortcut method requirements under GAAP.

Accordingly, the changes in the fair values of these agreements offset the changes in the fair value of the hedged long-term debt.

Fiscal 2023 Form 10-K

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 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.

See Note 1 for further discussion.

Cash Flow Hedges.

At January 28, 2024 and January 29, 2023, we had outstanding foreign currency forward contracts accounted for as cash flow hedges, which hedge the variability of forecasted cash flows associated with certain payments made in our foreign operations.

At January 28, 2024 and January 29, 2023, the notional amounts and the fair values of these contracts were not material.

At February 2, 2025 and January 28, 2024, we had outstanding foreign currency forward contracts accounted for as cash flow hedges, which hedge the variability of forecasted cash flows associated with certain payments made in our foreign operations.

At February 2, 2025 and January 28, 2024, the notional amounts and the fair values of these contracts were not material.

Additionally, the realized and unrealized gains and losses on these instruments were not material during fiscal 2024, fiscal 2023, and fiscal 2022.

We also settled forward-starting interest rate swap agreements in prior years, which were used to hedge the variability in future interest payments attributable to changing interest rates on forecasted debt issuances.

Unamortized losses on these forward-starting swaps, which were designated as cash flow hedges, are being amortized to interest expense over the life of the respective notes.

Unamortized losses recognized on these swaps remaining in accumulated other comprehensive loss were immaterial as of January 28, 2024 and January 29, 2023, as were the losses recognized within interest expense for fiscal 2023, fiscal 2022, and fiscal 2021.

We expect an immaterial amount recorded in accumulated other comprehensive loss as of January 28, 2024 to be reclassified into earnings within the next 12 months.

From time to time, we also use treasury locks or forward-starting interest rate swap agreements to hedge the variability in future interest payments attributable to changing interest rates on forecasted debt issuances.

There were no such instruments outstanding as of February 2, 2025 or January 28, 2024.

All previously settled arrangements were designated as cash flow hedges and thus, the corresponding losses were initially recognized in accumulated other comprehensive loss and are being amortized to interest expense over the life of the respective notes.

Unamortized losses remaining in accumulated other comprehensive loss were immaterial as of February 2, 2025 and January 28, 2024, as were the losses recognized within interest expense for fiscal 2024, fiscal 2023, and fiscal 2022.

We expect an immaterial amount of losses related to cash flow hedges recorded in accumulated other comprehensive loss as of February 2, 2025 to be reclassified into earnings within the next 12 months.

We generally enter into master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty.

To further limit our credit risk, we enter into collateral security arrangements that provide for collateral to be received or posted when the net fair value of certain derivative instruments exceeds or falls below contractually established thresholds.

The cash collateral posted by the Company related to derivative instruments under our collateral security arrangements was $ 714 million and $ 634 million as of January 28, 2024 and January 29, 2023, which was recorded in other current assets on the consolidated balance sheets.

We did not hold any cash collateral as of January 28, 2024 or January 29, 2023.

The cash collateral posted by the Company related to derivative instruments under our collateral security arrangements was $ 668 million and $ 714 million as of February 2, 2025 and January 28, 2024, respectively, which was recorded in other current assets on our consolidated balance sheets.

We did not hold any cash collateral as of February 2, 2025 or January 28, 2024.

Fiscal 2024 Form 10-K

Provision for Income Taxes

17 unchanged sentences

Provision for income taxes $ 4,600 $ 4,781 $ 5,372

Fiscal 2023 Form 10-K

The following table presents our combined federal, state, and foreign effective tax rates:

9 unchanged sentences

Total $ 4,600 $ 4,781 $ 5,372

On August 16, 2022, the Inflation Reduction Act of 2022 (“2022 Tax Act”) was enacted into law.

The key tax provisions include a 15% minimum tax on adjusted financial statement income.

There was no impact on the Company’s effective tax rate as a result of the 15% minimum tax under the 2022 Tax Act.

Additionally, as of the end of fiscal 2023, the Organization for Economic Cooperation and Development (“OECD”) has published rules for a new global minimum tax framework through its base erosion and profit shifting pillar two project (“BEPS Pillar Two”), and various governments around the world have enacted or are in the process of enacting legislation on these rules.

Many member states have committed to adopting BEPS Pillar Two, which calls for a global minimum tax of 15% to be effective for tax years beginning in 2024.

The OECD guidance published to date includes transition and safe harbor rules around the implementation of the BEPS Pillar Two global minimum tax.

We are monitoring developments and evaluating the impacts these new rules will have on our effective tax rate, including eligibility to qualify for these safe harbor rules, and at this time do not expect the impact to be material.

Fiscal 2024 Form 10-K

1 unchanged sentence

The following table presents the tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax liabilities:

in millions January 28,

in millions February 2,

2025 January 28,

10 unchanged sentences

Total deferred tax assets, net of valuation allowance 3,788 3,591

Merchandise inventories ( 12 ) —

Property and equipment ( 854 ) ( 988 )

Goodwill and other intangibles (1)

( 2,200 ) ( 1,000 )

Lease right-of-use assets ( 2,178 ) ( 1,956 )

3 unchanged sentences

Net deferred tax liabilities $ ( 1,693 ) $ ( 550 )

(1) Increase year over year primarily results from the difference in book and tax basis related to identifiable intangible assets from the SRS acquisition (See Note 13 ).

The following table presents our noncurrent deferred tax assets and noncurrent deferred tax liabilities, netted by tax jurisdiction, as presented on the consolidated balance sheets:

in millions Consolidated Balance Sheet Classification January 28,

in millions Consolidated Balance Sheet Classification February 2,

2025 January 28,

2 unchanged sentences

Net deferred tax liabilities $ ( 1,693 ) $ ( 550 )

As of January 28, 2024, we recorded deferred tax assets of $ 99 million for net operating losses and $ 69 million for tax credits, primarily related to state jurisdictions.

As of February 2, 2025, we recorded immaterial amounts for deferred tax assets for net operating losses as well as tax credits, primarily related to state jurisdictions.

These losses and credits expire at various dates beginning in 2025 and 2026, respectively.

We have concluded that it is more likely than not that tax benefits related to substantially all net operating losses will be realized based upon the expectation that we will generate the necessary taxable income in future periods.

We have concluded that it is not more likely than not that tax benefits related to substantially all tax credits will be realized prior to expiration, and a valuation allowance has been recorded against these tax credits.

We have concluded that it is more likely than not that tax benefits related to substantially all net operating losses and tax credits will be realized based upon the expectation that we will generate the necessary taxable income in future periods.

The overall change in our valuation allowance was not material in fiscal 2024.

10 unchanged sentences

federal, state and local, and foreign tax authorities.

federal tax returns for fiscal years 2010 through 2021, with the exception of 2015, are currently under examination by the IRS.

With respect to fiscal years 2010 to 2014, the IRS had issued a proposed adjustment relating to transfer pricing between our entities in the U.S.

and China, which was resolved during fiscal year 2023 with no material impact to our consolidated financial condition, results of operations, or cash flows.

The Company remains subject to income tax examination for fiscal years 2015 through 2023.

The IRS is currently examining our U.S.

federal income tax returns for fiscal years 2016 through 2021.

There are also ongoing U.S.

1 unchanged sentence

We do not expect the results from any ongoing income tax audit to have a material impact on our consolidated financial condition, results of operations, or cash flows.

Over the next twelve months, it is reasonably possible that the resolution of federal and state tax examinations, as well as the expiration of statutes of limitations, could reduce our unrecognized tax benefits by an immaterial amount.

We do not anticipate the resolution of these matters will result in a material change to our consolidated financial condition or results of operations.

We do not anticipate the resolution of these matters will result in a material change to our consolidated financial condition, results of operations, or cash flows.

Unrecognized Tax Benefits

9 unchanged sentences

Unrecognized tax benefits balance at end of fiscal year $ 627 $ 689 $ 643

Unrecognized tax benefits that if recognized would affect our annual effective income tax rate on net earnings were $ 568 million, $ 537 million, and $ 479 million at January 28, 2024, January 29, 2023, and January 30, 2022, respectively.

Unrecognized tax benefits that if recognized would affect our annual effective income tax rate on net earnings were $ 509 million, $ 568 million, and $ 537 million at February 2, 2025, January 28, 2024, and January 29, 2023, respectively.

Interest and Penalties

Net adjustments to accruals for interest and penalties a ssociated with un certain tax positions were immaterial in fiscal 2023, fiscal 2022, and fiscal 2021.

Our total accrued interest and penalties associated with uncertain tax positions were immaterial as of January 28, 2024 and January 29, 2023.

Interest and penalties associated with uncertain tax positions recognized in the consolidated statements of earnings were immaterial in fiscal 2024, fiscal 2023, and fiscal 2022.

Our total accrued interest and penalties associated with uncertain tax positions were immaterial as of February 2, 2025 and January 28, 2024.

In fiscal 2024, the IRS provided automatic income tax relief to taxpayers in certain southeastern states, extending the timeline to make certain tax payments.

As a result, our fourth quarter fiscal 2024 estimated federal tax payment has been deferred to the first quarter of fiscal 2025, which reduced our cash paid for income taxes during fiscal 2024 and increased income taxes payable at February 2, 2025.

Fiscal 2024 Form 10-K

15 unchanged sentences

Share Repurchases

In August 2023, our Board of Directors approved a $ 15.0 billion share repurchase authorization that replaced the previous authorization of $ 15.0 billion, which was approved in August 2022.

In August 2023, our Board approved a $ 15.0 billion share repurchase authorization that replaced the previous authorization of $ 15.0 billion, which was approved in August 2022.

The August 2023 authorization does not have a prescribed expiration date.

As of January 28, 2024, approximately $ 12.3 billion of the $ 15.0 billion share repurchase authorization remained available.

As of February 2, 2025, approximately $ 11.7 billion of the $ 15.0 billion share repurchase authorization remained available.

In March 2024, we paused share repurchases in anticipation of the SRS acquisition (see Note 13 for details regarding the SRS acquisition).

The following table presents information about our repurchases of common stock, all of which were completed through open market purchases:

4 unchanged sentences

$ 599 $ 8,074 $ 6,504

The cost of shares repurchased may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period and excise taxes incurred on share repurchases.

FAIR VALUE MEASUREMENTS

9 unchanged sentences

The following table presents the assets and liabilities that are measured at fair value on a recurring basis:

January 28, 2024 January 29, 2023

February 2, 2025 January 28, 2024

in millions Fair Value (Level 2) Fair Value (Level 2)

8 unchanged sentences

We did not have any material assets or liabilities that were measured and recognized at fair value on a nonrecurring basis during fiscal 2024, fiscal 2023, or fiscal 2022.

See Note 13 for discussion on the fair values of assets acquired and liabilities assumed from business combinations.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, receivables, and accounts payable approximate fair value due to their short-term nature.

The carrying amounts of cash and cash equivalents, receivables, accounts payable, and short-term debt approximate fair value due to their short-term nature.

The following table presents the aggregate fair values and carrying values of our senior notes:

January 28, 2024 January 29, 2023

February 2, 2025 January 28, 2024

(Level 1) Carrying

6 unchanged sentences

Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 (the “Omnibus Plan”) and The Home Depot, Inc.

1997 Omnibus Stock Incentive Plan (the “1997 Plan” and collectively with the Omnibus Plan, the “Plans”) provide that incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, deferred shares, and other stock-based awards may be issued to certain of our associates and non-employee directors.

1997 Omnibus Stock Incentive Plan (the “1997 Plan” and collectively with the Omnibus Plan, the “Plans”) provide that incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units, deferred shares, stock appreciation rights, and other stock-based awards may be issued to certain of our associates and non-employee directors.

Under th e Omnibus Plan, the maximum number of shares of our common stock authorized for issuance is 80 million shares plus a number of shares (not to exceed 10 million) related to underlying awards outstanding as of May 19, 2022, which can be returned to the share pool if those awards are subsequently terminated or expire unexercised, or are cancelled, forfeited or lapse for any reason, with any award other than a stock option or stock appreciation right reducing the number of shares available for issuance by 2.11 shares.

At January 28, 2024, there were approximately 77 million shares available for future grants under the Omnibus Plan.

At February 2, 2025, there were approximately 70 million shares available for future grants under the Omnibus Plan.

No additional equity awards could be issued from the 1997 Plan after May 26, 2005.

5 unchanged sentences

After-tax stock-based compensation expense $ 352 $ 303 $ 294

At January 28, 2024, there was $ 454 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of two years .

At February 2, 2025, there was $ 687 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of three years .

Fiscal 2024 Form 10-K

4 unchanged sentences

Additionally, a majority of our stock options may become non-forfeitable upon the associate reaching age 60 , provided the associate has had five years of continuous service.

No incentive stock options have been issued under the Omnibus Plan.

There are no incentive stock options outstanding under the Plans.

We estimate the fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model.

Our determination of fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model is affected by our stock price as well as assumptions regarding a number of variables.

Our determination of fair value of stock option awards is affected by our stock price as well as assumptions regarding a number of variables.

The following table presents the per share weighted average fair value of stock options granted and the assumptions used in determining fair value at the date of grant using the Black-Scholes option-pricing model:

3 unchanged sentences

Risk-free interest rate 4.2 % 3.6 % 2.5 %

Assumed volatility 26.7 % 27.0 % 26.5 %

Assumed dividend yield 2.8 % 2.4 % 2.2 %

Assumed lives of options 6 years 6 years 6 years

Expected volatility

24.6 % 26.7 % 27.0 %

Dividend yield

2.4 % 2.8 % 2.4 %

Expected term

6 years 6 years 6 years

The risk-free interest rate is based on the U.S.

Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the expected term of the options.

Expected volatility is based on a combination of historical and implied volatility of our stock.

The expected term is based on an analysis of historical and expected future exercise patterns.

The following table presents a summary of stock option activity by number of shares and weighted average exercise price during fiscal 2024:

11 unchanged sentences

Total intrinsic value of stock options exercised $ 254 $ 152 $ 61

The following table presents details regarding outstanding and exercisable stock options at January 28, 2024:

The following table presents details regarding outstanding and exercisable stock options at February 2, 2025:

shares in thousands, dollars in millions, except for per share amounts Number of

6 unchanged sentences

Shares of common stock issued from stock option exercises may be issued from authorized and unissued common stock or treasury stock.

Restricted Stock and Performance Share Awards.

Fiscal 2024 Form 10-K

Restricted Stock Awards.

Restrictions on the restricted stock issued under the Plans generally lapse over various periods up to five years .

2 unchanged sentences

Additionally, the majority of our restricted stock awards may become non-forfeitable upon the associate’s attainment of age 60 , provided the associate has had five years of continuous service.

Fiscal 2023 Form 10-K

We have also granted performance share awards under the Plans.

These awards provide for the issuance of shares of our common stock at the end of the three-year performance cycle based upon our performance against target average ROIC and operating profit over that performance cycle.

Additionally, the awards become non-forfeitable upon the associate’s attainment of age 60 , provided the associate has had five years of continuous service and minimum performance targets are achieved.

Recipients of performance share awards have no voting rights until the shares are issued following completion of the performance period.

Dividend equivalents accrue on the performance shares (as reinvested shares) and are paid upon the payout of the award based upon the actual number of shares earned.

The fair value of the restricted stock and performance shares is based on the closing stock price on the date of grant and is expensed over the period during which the restrictions lapse.

The fair value of restricted stock is based on the closing stock price on the date of grant and is expensed over the period during which the restrictions lapse.

Restricted Stock Units.

3 unchanged sentences

Recipients receive dividend equivalents that accrue on unvested units and are paid out in the form of additional shares of stock on the vesting date.

The fair value of the restricted stock units is based on the closing stock price on the date of grant and is expensed over the period during which the units vest.

The following table presents a summary of restricted stock, performance shares, and restricted stock unit activity during fiscal 2023:

The fair value of restricted stock units is based on the closing stock price on the date of grant and is expensed over the period during which the units vest.

The following table presents a summary of restricted stock and restricted stock unit activity during fiscal 2024:

shares in thousands Number of

2 unchanged sentences

Nonvested at beginning of year 3,033 $ 277.09

Granted 1,692 273.63

Vested ( 1,113 ) 260.05

1 unchanged sentence

Nonvested at end of year 3,050 323.61

The following table presents the total fair value of restricted stock, performance shares, and restricted stock units vested:

(1) Includes replacement restricted stock awards with service-based vesting conditions issued in connection with the SRS acquisition (see Note 1 3 ).

The following table presents the total fair value of restricted stock and restricted stock units vested:

in millions Fiscal Fiscal Fiscal

1 unchanged sentence

Total fair value vested $ 429 $ 312 $ 387

Performance Share Awards.

We also grant performance share awards under the Plans.

Recipients of performance share awards have no voting rights until the shares are issued following completion of the performance period.

Dividend equivalents accrue on performance shares (as reinvested shares) and are paid upon the payout of the award based upon the actual number of shares earned.

Certain of these performance share awards provide for the issuance of shares of our common stock at the end of a three-year performance cycle based upon our performance against target average ROIC and operating profit over that performance cycle.

These awards become non-forfeitable upon the associate’s attainment of age 60 , provided the associate has had five years of continuous service and minimum performance targets are achieved.

The fair value of these performance share awards is based on the closing stock price on the date of grant.

Separately, in relation to the SRS acquisition, we also granted performance share awards to various SRS employees.

These awards provide for the issuance of shares of our common stock at the end of a five-year performance period.

A portion of these awards are subject to the achievement of SRS EBITDA and sales targets, and a portion of these awards are subject to market conditions based on our stock price performance.

The fair value of the portion of the awards subject to the achievement of EBITDA and sales targets were valued based on the closing stock price on the grant date.

The portion of the awards subject to market conditions were valued using a Monte Carlo simulation on the date of grant.

Fiscal 2024 Form 10-K

The following table presents the per share weighted average fair value and the assumptions used in the Monte Carlo simulation for the market-based awards:

Per share weighted average fair value $ 125.92

Risk-free interest rate 4.1 %

Expected volatility

Dividend yield

The risk-free interest rate is based on the U.S.

Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the term of the award.

Expected volatility is based on a combination of historical and implied volatility of our stock.

The award term is based on the vesting period of the award.

The following table presents a summary of performance share activity during fiscal 2024:

shares in thousands Number of

Shares Weighted Average

Grant Date Fair Value

Nonvested at beginning of year 353 $ 297.25

( 223 ) 292.75

Forfeited ( 68 ) 293.86

Nonvested at end of year 1,208 296.42

(1) Includes performance share awards issued in relation to the SRS acquisition.

The following table presents the total fair value of performance shares vested:

in millions Fiscal Fiscal Fiscal

2024 2023 2022

Total fair value vested $ 83 $ 100 $ 92

Deferred Shares.

4 unchanged sentences

The following table presents deferred shares granted to non-employee directors:

shares in thousands

Fiscal Fiscal Fiscal

7 unchanged sentences

plan is not a Section 423 plan.

At January 28, 2024, there were approximately 15 million shares available under the U.S.

At February 2, 2025, there were approximately 14 million shares available under the U.S.

plan and approximately 18 million shares available under the non-U.S.

1 unchanged sentence

During fiscal 2024, there were approximately 1 million shares purchased under the ESPPs at an average price of $ 309.59 .

Under the outstanding ESPPs at January 28, 2024, associates have contributed $ 22 million to purchase shares at 85 % of the stock’s fair market value on the last day of the current purchase period, June 30, 2024.

Under the outstanding ESPPs at February 2, 2025, associates have contributed $ 31 million to purchase shares at 85 % of the stock’s fair market value on the last day of the current purchase period, June 30, 2025.

Fiscal 2024 Form 10-K

2 unchanged sentences

All associates satisfying certain service requirements are eligible to participate in the Benefit Plans.

We make cash contributions each payroll period up to specified percentages of associates’ contributions as approved by our Board of Directors.

We make cash contributions each payroll period up to specified percentages of associates’ contributions as approved by our Board.

We also maintain the Restoration Plans to provide certain associates deferred compensation that they would have received under the Benefit Plans as a matching contribution if not for the maximum compensation limits under the Internal Revenue Code.

4 unchanged sentences

Contributions to the Benefit Plans and the Restoration Plans $ 347 $ 293 $ 280

At January 28, 2024, the Benefit Plans and the Restoration Plans held a total of 5.0 million shares of our common stock in trusts for plan participants.

At February 2, 2025, the Benefit Plans and the Restoration Plans held a total of 4.7 million shares of our common stock in trusts for plan participants.

WEIGHTED AVERAGE COMMON SHARES

8 unchanged sentences

COMMITMENTS AND CONTINGENCIES

At January 28, 2024, we had outstanding letters of credit totaling $ 598 million, primarily related to certain business transactions, including insurance programs, trade contracts, and construction contracts.

At February 2, 2025, we had outstanding letters of credit totaling $ 651 million, primarily related to certain business transactions, including insurance programs, trade contracts, and construction contracts.

We are involved in litigation arising in the normal course of business.

In management’s opinion, any such litigation is not expected to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

During fiscal 2023, we completed three individually immaterial acquisitions for total aggregate cash purchase consideration of $ 1.5 billion .

Based on preliminary acquisition date fair values, we recognized aggregate definite-lived intangible assets of $ 469 million with a weighted average amortization period of 17 years, primarily related to customer relationships, and goodwill of $ 998 million.

The goodwill arising from the acquisitions is primarily attributable to operational synergies and acceleration of growth strategy, as well as the assembled workforce.

The portion of goodwill generated through these acquisitions that is expected to be deductible for U.S.

federal and state tax purposes is not material.

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.

Under the terms of the merger agreement, a subsidiary of The Home Depot, Inc.

merged with and into Shingle Acquisition Holdings, Inc., the parent company of SRS, with Shingle Acquisition Holdings, Inc.

as the surviving entity and a wholly owned subsidiary of the Company.

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.

We primarily used a combination of proceeds from commercial paper borrowings, the issuance of long-term debt, as well as cash on hand to fund the acquisition.

See Note 5 for further information on the financing for the transaction, and below for a summary of purchase consideration.

Fiscal 2024 Form 10-K

We have completed preliminary valuation analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition dates.

The acquisition was accounted for in accordance with Accounting Standards Codification Topic 805 “Business Combinations,” and SRS’s results of operations have been consolidated in the Company’s financial statements effective June 18, 2024.

Acquisition-related costs were expensed as incurred and were not material.

Fair Value of Consideration Transferred.

The following table summarizes total purchase consideration:

Total cash consideration

Fair value of common stock issued (1)

Total purchase consideration

(1) In connection with the acquisition, certain members of SRS’s management team concurrently reinvested a portion of their respective after-tax merger consideration proceeds into shares of the Company’s common stock.

A portion of such shares of Company common stock are fully vested, and accordingly, the fair value of such shares was recorded as non-cash purchase consideration.

A portion of such shares of Company common stock, which replaced legacy SRS stock-based awards, are subject to service-based vesting conditions over a three-year period and become forfeitable if such vesting conditions are not satisfied.

Accordingly, a portion of the fair value of these shares was recorded as non-cash purchase consideration, and the remainder will be recorded as post-combination expense over the vesting period.

The fair value of these shares, including the amount which will be recorded as post-combination compensation expense, is not material.

Allocation of Consideration Transferred.

We recorded a preliminary allocation of the purchase price to assets acquired and liabilities assumed based on their estimated fair values as of June 18, 2024.

The following table summarizes our preliminary purchase price allocation, including resulting goodwill:

in millions Preliminary Fair Value

Cash and cash equivalents

Merchandise inventories

Property and equipment

Intangible assets

Other current and non-current assets

Total assets acquired

Accounts payable

Other current liabilities

Deferred tax liabilities (1)

Other long-term liabilities

Total liabilities assumed

Net assets acquired $ 18,028

(1) Primarily resulting from the difference in book and tax basis related to identifiable intangible assets.

The acquisition date fair values of identifiable intangible assets were determined by using certain estimates and assumptions that are not observable in the market.

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

The significant assumptions used to estimate the fair values of customer relationships included forecasted revenues, expected customer attrition rates, and the discount rate applied.

Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives.

The estimated fair values and estimated useful lives of identifiable intangible assets are as follows:

in millions Weighted Average Useful Life (Years)

Customer relationships

Total identifiable intangible assets

Fiscal 2024 Form 10-K

The goodwill arising from the acquisition is attributable to anticipated (i) growth acceleration in the Pro market;

(ii) expansion in high growth verticals including roofing;

(iii) additional addressable market opportunities;

(iv) enhanced delivery network capabilities;

and (v) growth in sales force.

We expect approximately $ 1.0 billion of goodwill related to the acquisition to be deductible for U.S.

federal and state income tax purposes.

At this time, all preliminary goodwill has been allocated to our three SRS reporting units and no goodwill currently resides in our Primary segment.

We have completed valuation analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date.

These fair values were based on management’s estimates and assumptions;

however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the respective acquisition dates.

Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities, including, but not limited to, intangible assets and their respective estimated useful lives.

The final determination of the fair values and related income tax impacts will be completed as soon as practicable, and within the measurement period of up to one year from the respective acquisition dates as permitted under GAAP.

Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed.

Areas that remain preliminary primarily relate to income taxes, as well as any changes to residual goodwill resulting from measurement period adjustments.

The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP.

Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

Measurement period adjustments recognized during fiscal 2024 were immaterial.

Results of Operations.

Net sales attributable to SRS since the completion of the acquisition and included within our results of operations for fiscal 2024 totaled $ 6.4 billion.

Net earnings attributable to SRS since the completion of the acquisition and included within our results of operations for fiscal 2024 were immaterial.

Pro forma results of operations would not be materially different as a result of the acquisition and therefore are not presented.

Other Fiscal 2024 Acquisitions

All other acquisitions completed during fiscal 2024 were immaterial both individually and in the aggregate.

Fiscal 2023 Acquisitions

During fiscal 2023, we completed three individually immaterial acquisitions for total aggregate cash purchase consideration of $ 1.5 billion.

We recognized aggregate definite-lived intangible assets of $ 469 million with a weighted average amortization period of 17 years, primarily related to customer relationships, and goodwill of $ 1.0 billion.

The goodwill arising from the acquisitions resides in our Primary segment and is primarily attributable to operational synergies and acceleration of growth strategy, as well as the assembled workforce.

The portion of goodwill generated through these acquisitions that is expected to be deductible for U.S.

federal and state tax purposes is not material.

Measurement period adjustments recognized during fiscal 2024 were immaterial and our purchase price allocations are now finalized.

Net sales and net earnings for fiscal 2023 attributable to these acquisitions in the aggregate after their respective acquisition dates were immaterial.

2 unchanged sentences

Not applicable.

Fiscal 2024 Form 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data