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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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95-3261426
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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2455 Paces Ferry Road, Atlanta, Georgia
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30339
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1A.
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Item 2.
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Item 6.
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||
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Term
|
|
Definition
|
ASR
|
|
Accelerated share repurchase
|
ASU
|
|
Accounting Standards Update
|
Comparable sales
|
|
As defined in the
Results of Operations - Sales
section of MD&A
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Exchange Act
|
|
Securities Exchange Act of 1934, as amended
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FASB
|
|
Financial Accounting Standards Board
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fiscal 2017
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Fiscal year ended January 28, 2018 (includes 52 weeks)
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fiscal 2018
|
|
Fiscal year ending February 3, 2019 (includes 53 weeks)
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GAAP
|
|
U.S. generally accepted accounting principles
|
Interline
|
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Interline Brands, Inc.
|
MD&A
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
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NOPAT
|
|
Net operating profit after tax
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PLCC
|
|
Private label credit card
|
Restoration Plan
|
|
Home Depot FutureBuilder Restoration Plan
|
ROIC
|
|
Return on invested capital
|
SEC
|
|
Securities and Exchange Commission
|
Securities Act
|
|
Securities Act of 1933, as amended
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SG&A
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Selling, general, and administrative
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Tax Act
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|
2017 tax reform, commonly referred to as the Tax Cuts and Jobs Act of 2017
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2017 Form 10-K
|
|
Annual Report on Form 10-K as filed with the SEC on March 22, 2018 for fiscal 2017
|
in millions, except per share data
|
April 29,
2018 |
|
January 28,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,599
|
|
|
$
|
3,595
|
|
Receivables, net
|
2,296
|
|
|
1,952
|
|
||
Merchandise inventories
|
14,432
|
|
|
12,748
|
|
||
Other current assets
|
887
|
|
|
638
|
|
||
Total current assets
|
21,214
|
|
|
18,933
|
|
||
Property and equipment, net of accumulated depreciation of $19,668 at April 29, 2018 and $19,339 at January 28, 2018
|
21,928
|
|
|
22,075
|
|
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Goodwill
|
2,281
|
|
|
2,275
|
|
||
Other assets
|
1,227
|
|
|
1,246
|
|
||
Total assets
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$
|
46,650
|
|
|
$
|
44,529
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
350
|
|
|
$
|
1,559
|
|
Accounts payable
|
9,726
|
|
|
7,244
|
|
||
Accrued salaries and related expenses
|
1,413
|
|
|
1,640
|
|
||
Sales taxes payable
|
730
|
|
|
520
|
|
||
Deferred revenue
|
1,911
|
|
|
1,805
|
|
||
Current installments of long-term debt
|
1,199
|
|
|
1,202
|
|
||
Other accrued expenses
|
2,804
|
|
|
2,224
|
|
||
Total current liabilities
|
18,133
|
|
|
16,194
|
|
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Long-term debt, excluding current installments
|
24,244
|
|
|
24,267
|
|
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Other long-term liabilities
|
2,586
|
|
|
2,614
|
|
||
Total liabilities
|
44,963
|
|
|
43,075
|
|
||
|
|
|
|
||||
Common stock, par value $0.05; authorized: 10,000 shares; issued: 1,781 shares at April 29, 2018 and 1,780 shares at January 28, 2018; outstanding: 1,154 shares at April 29, 2018 and 1,158 shares at January 28, 2018
|
89
|
|
|
89
|
|
||
Paid-in capital
|
10,017
|
|
|
10,192
|
|
||
Retained earnings
|
41,221
|
|
|
39,935
|
|
||
Accumulated other comprehensive loss
|
(596
|
)
|
|
(566
|
)
|
||
Treasury stock, at cost, 627 shares at April 29, 2018 and 622 shares at January 28, 2018
|
(49,044
|
)
|
|
(48,196
|
)
|
||
Total stockholders’ equity
|
1,687
|
|
|
1,454
|
|
||
Total liabilities and stockholders’ equity
|
$
|
46,650
|
|
|
$
|
44,529
|
|
|
Three Months Ended
|
||||||
in millions, except per share data
|
April 29,
2018 |
|
April 30,
2017 |
||||
Net sales
|
$
|
24,947
|
|
|
$
|
23,887
|
|
Cost of sales
|
16,330
|
|
|
15,733
|
|
||
Gross profit
|
8,617
|
|
|
8,154
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
4,779
|
|
|
4,361
|
|
||
Depreciation and amortization
|
457
|
|
|
444
|
|
||
Total operating expenses
|
5,236
|
|
|
4,805
|
|
||
Operating income
|
3,381
|
|
|
3,349
|
|
||
Interest and other (income) expense:
|
|
|
|
||||
Interest and investment income
|
(22
|
)
|
|
(13
|
)
|
||
Interest expense
|
261
|
|
|
254
|
|
||
Interest and other, net
|
239
|
|
|
241
|
|
||
Earnings before provision for income taxes
|
3,142
|
|
|
3,108
|
|
||
Provision for income taxes
|
738
|
|
|
1,094
|
|
||
Net earnings
|
$
|
2,404
|
|
|
$
|
2,014
|
|
|
|
|
|
||||
Basic weighted average common shares
|
1,152
|
|
|
1,198
|
|
||
Basic earnings per share
|
$
|
2.09
|
|
|
$
|
1.68
|
|
|
|
|
|
||||
Diluted weighted average common shares
|
1,158
|
|
|
1,204
|
|
||
Diluted earnings per share
|
$
|
2.08
|
|
|
$
|
1.67
|
|
|
|
|
|
||||
Dividends declared per share
|
$
|
1.03
|
|
|
$
|
0.89
|
|
|
Three Months Ended
|
||||||
in millions
|
April 29,
2018 |
|
April 30,
2017 |
||||
Net earnings
|
$
|
2,404
|
|
|
$
|
2,014
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
(76
|
)
|
|
(30
|
)
|
||
Cash flow hedges, net of tax
|
28
|
|
|
(25
|
)
|
||
Other
|
18
|
|
|
(1
|
)
|
||
Total other comprehensive income (loss)
|
(30
|
)
|
|
(56
|
)
|
||
Comprehensive income
|
$
|
2,374
|
|
|
$
|
1,958
|
|
|
Three Months Ended
|
||||||
in millions
|
April 29,
2018 |
|
April 30,
2017 |
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net earnings
|
$
|
2,404
|
|
|
$
|
2,014
|
|
Reconciliation of net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
532
|
|
|
505
|
|
||
Stock-based compensation expense
|
84
|
|
|
81
|
|
||
Changes in assets and liabilities, net of acquisition effects:
|
|
|
|
||||
Receivables, net
|
(319
|
)
|
|
(145
|
)
|
||
Merchandise inventories
|
(1,687
|
)
|
|
(1,051
|
)
|
||
Other current assets
|
(250
|
)
|
|
51
|
|
||
Accounts payable and other accrued expenses
|
2,532
|
|
|
2,062
|
|
||
Income taxes payable
|
547
|
|
|
877
|
|
||
Deferred revenue
|
208
|
|
|
166
|
|
||
Deferred income taxes
|
(9
|
)
|
|
(65
|
)
|
||
Other
|
(61
|
)
|
|
69
|
|
||
Net cash provided by operating activities
|
3,981
|
|
|
4,564
|
|
||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(556
|
)
|
|
(458
|
)
|
||
Proceeds from sales of property and equipment
|
8
|
|
|
13
|
|
||
Net cash used in investing activities
|
(548
|
)
|
|
(445
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Repayments of short-term debt, net
|
(1,209
|
)
|
|
(710
|
)
|
||
Repayments of long-term debt
|
(10
|
)
|
|
(11
|
)
|
||
Repurchases of common stock
|
(1,121
|
)
|
|
(1,289
|
)
|
||
Proceeds from sales of common stock
|
14
|
|
|
31
|
|
||
Cash dividends
|
(1,189
|
)
|
|
(1,069
|
)
|
||
Other financing activities
|
115
|
|
|
(33
|
)
|
||
Net cash used in financing activities
|
(3,400
|
)
|
|
(3,081
|
)
|
||
Change in cash and cash equivalents
|
33
|
|
|
1,038
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(29
|
)
|
|
(11
|
)
|
||
Cash and cash equivalents at beginning of period
|
3,595
|
|
|
2,538
|
|
||
Cash and cash equivalents at end of period
|
$
|
3,599
|
|
|
$
|
3,565
|
|
|
|
|
|
||||
Supplemental Disclosures:
|
|
|
|
||||
Cash paid for interest, net of interest capitalized
|
$
|
339
|
|
|
$
|
321
|
|
Cash paid for income taxes
|
119
|
|
|
135
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
in millions
|
As Reported
|
|
ASU No. 2014-09
Effect
(1)
|
|
Excluding
ASU No. 2014-09 Effect |
||||||
Receivables, net
|
$
|
2,296
|
|
|
$
|
(46
|
)
|
|
$
|
2,342
|
|
Other current assets
|
887
|
|
|
269
|
|
|
618
|
|
|||
Other accrued expenses
|
2,804
|
|
|
223
|
|
|
2,581
|
|
in millions
|
As Reported
|
|
ASU No. 2014-09
Effect
|
|
Excluding
ASU No. 2014-09 Effect
|
||||||
Net sales
|
$
|
24,947
|
|
|
$
|
33
|
|
|
$
|
24,914
|
|
Cost of sales
|
16,330
|
|
|
(98
|
)
|
|
16,428
|
|
|||
Gross profit
|
8,617
|
|
|
131
|
|
|
8,486
|
|
|||
Selling, general and administrative
|
4,779
|
|
|
131
|
|
|
4,648
|
|
2.
|
NET SALES
|
in millions
|
|
||
Net sales – in the U.S.
|
$
|
23,043
|
|
Net sales – outside the U.S.
|
1,904
|
|
|
Net sales
|
$
|
24,947
|
|
in millions
|
|
||
Net sales – products
|
$
|
23,735
|
|
Net sales – services
|
1,212
|
|
|
Net sales
|
$
|
24,947
|
|
Major Product Line
|
|
Merchandising Departments
|
Building Materials
|
|
Building Materials, Electrical, Lighting, Lumber, Millwork, and Plumbing
|
Décor
|
|
Appliances, Décor, Flooring, Kitchen and Bath, and Paint
|
Hardlines
|
|
Hardware, Indoor Garden, Outdoor Garden, and Tools
|
in millions
|
|
||
Building Materials
|
$
|
9,326
|
|
Hardlines
|
8,415
|
|
|
Décor
|
7,206
|
|
|
Net sales
|
$
|
24,947
|
|
3.
|
INCOME TAXES
|
4.
|
STOCKHOLDERS' EQUITY
|
Agreement
Date
|
|
Settlement
Date
|
|
Agreement
Amount
|
|
Initial
Shares Delivered
|
|
Additional
Shares Delivered
|
|
Total
Shares Delivered
|
Q1 2018
(1)
|
|
Q2 2018
(2)
|
|
$750
|
|
3.4
|
|
0.8
|
|
4.2
|
(1)
|
The fair market value of the initial
3.4 million
shares on the date of delivery was
$598 million
and is included in treasury stock as of April 29, 2018, with the remaining
$152 million
included in paid-in capital.
|
(2)
|
The ASR agreement terminated on May 17, 2018, at which time we became contractually entitled to receive an additional
0.8 million
shares upon settlement.
|
5.
|
FAIR VALUE MEASUREMENTS
|
|
Fair Value at April 29, 2018 Using
|
|
Fair Value at January 28, 2018 Using
|
||||||||||||||||||||
amounts in millions
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||||
Derivative agreements - assets
|
$
|
|
|
|
$
|
200
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
235
|
|
|
$
|
|
|
Derivative agreements - liabilities
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||||
Total
|
$
|
|
|
|
$
|
171
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
223
|
|
|
$
|
|
|
|
April 29, 2018
|
|
January 28, 2018
|
||||||||||||
in millions
|
Fair Value
(Level 1)
|
|
Carrying
Value
|
|
Fair Value
(Level 1)
|
|
Carrying
Value
|
||||||||
Senior notes
|
$
|
25,545
|
|
|
$
|
24,469
|
|
|
$
|
26,617
|
|
|
$
|
24,485
|
|
6.
|
WEIGHTED AVERAGE COMMON SHARES
|
|
Three Months Ended
|
||||
in millions
|
April 29,
2018 |
|
April 30,
2017 |
||
Basic weighted average common shares
|
1,152
|
|
|
1,198
|
|
Effect of potentially dilutive securities
|
6
|
|
|
6
|
|
Diluted weighted average common shares
|
1,158
|
|
|
1,204
|
|
Anti-dilutive securities excluded from diluted weighted average common shares
(1)
|
—
|
|
|
1
|
|
7.
|
COMMITMENTS AND CONTINGENCIES
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
•
|
•
|
•
|
dollars in millions, except per share data
|
Three Months Ended
|
||||||
April 29,
2018 |
|
April 30,
2017 |
|||||
Net sales
|
$
|
24,947
|
|
|
$
|
23,887
|
|
Net earnings
|
2,404
|
|
|
2,014
|
|
||
Effective tax rate
|
23.5
|
%
|
|
35.2
|
%
|
||
|
|
|
|
||||
Diluted earnings per share
|
$
|
2.08
|
|
|
$
|
1.67
|
|
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
3,981
|
|
|
$
|
4,564
|
|
Repurchases of common stock
|
1,121
|
|
|
1,289
|
|
|
Three Months Ended
|
||||||||||||
|
April 29,
2018
|
|
April 30,
2017
|
||||||||||
dollars in millions
|
$
|
|
% of
Net Sales
|
|
$
|
|
% of
Net Sales |
||||||
Net sales
|
$
|
24,947
|
|
|
|
|
$
|
23,887
|
|
|
|
||
Gross profit
|
8,617
|
|
|
34.5
|
%
|
|
8,154
|
|
|
34.1
|
%
|
||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
4,779
|
|
|
19.2
|
|
|
4,361
|
|
|
18.3
|
|
||
Depreciation and amortization
|
457
|
|
|
1.8
|
|
|
444
|
|
|
1.9
|
|
||
Total operating expenses
|
5,236
|
|
|
21.0
|
|
|
4,805
|
|
|
20.1
|
|
||
Operating Income
|
3,381
|
|
|
13.6
|
|
|
3,349
|
|
|
14.0
|
|
||
Interest and other (income) expense:
|
|
|
|
|
|
|
|
||||||
Interest and investment income
|
(22
|
)
|
|
(0.1
|
)
|
|
(13
|
)
|
|
(0.1
|
)
|
||
Interest expense
|
261
|
|
|
1.0
|
|
|
254
|
|
|
1.1
|
|
||
Interest and other, net
|
239
|
|
|
1.0
|
|
|
241
|
|
|
1.0
|
|
||
Earnings before provision for income taxes
|
3,142
|
|
|
12.6
|
|
|
3,108
|
|
|
13.0
|
|
||
Provision for income taxes
|
738
|
|
|
3.0
|
|
|
1,094
|
|
|
4.6
|
|
||
Net earnings
|
$
|
2,404
|
|
|
9.6
|
%
|
|
$
|
2,014
|
|
|
8.4
|
%
|
|
Three Months Ended
|
|
|
||||||
Selected financial and sales data:
|
April 29, 2018
|
|
April 30, 2017
|
|
% Change
|
||||
Comparable sales (% change)
(1)
|
4.2%
|
|
|
5.5%
|
|
|
N/A
|
||
Comparable customer transactions (% change)
(2)
|
(1.5)%
|
|
|
1.5%
|
|
|
N/A
|
||
Comparable average ticket (% change)
(2)
|
5.8%
|
|
|
3.9%
|
|
|
N/A
|
||
Customer transactions (in millions)
(2)
|
375.9
|
|
|
380.8
|
|
|
(1.3)%
|
||
Average ticket
(2)
|
$
|
66.02
|
|
|
$
|
62.39
|
|
|
5.8%
|
Sales per square foot
(2)
|
$
|
412.03
|
|
|
$
|
394.17
|
|
|
4.5%
|
Diluted earnings per share
|
$
|
2.08
|
|
|
$
|
1.67
|
|
|
24.6%
|
(1)
|
The calculation for the three months ended April 30, 2017 does not include results for Interline, which was acquired in the fiscal year ended January 31, 2016.
|
(2)
|
Does not include results for Interline.
|
|
|
Twelve Months Ended
|
||||||
dollars in millions
|
|
April 29,
2018 |
|
April 30,
2017 |
||||
Net earnings
|
|
$
|
9,020
|
|
|
$
|
8,168
|
|
Interest and other, net
|
|
981
|
|
|
940
|
|
||
Provision for income taxes
|
|
4,712
|
|
|
4,591
|
|
||
Operating income
|
|
14,713
|
|
|
13,699
|
|
||
Income tax adjustment
(1)
|
|
(4,988
|
)
|
|
(4,936
|
)
|
||
NOPAT
|
|
$
|
9,725
|
|
|
$
|
8,763
|
|
|
|
|
|
|
||||
Average debt and equity
|
|
$
|
27,014
|
|
|
$
|
27,091
|
|
|
|
|
|
|
||||
ROIC
|
|
36.0
|
%
|
|
32.3
|
%
|
(1)
|
Income tax adjustment is defined as operating income multiplied by our effective tax rate.
|
•
|
$
1.2 billion
of repayments of short-term borrowings; $
1.2 billion
of cash dividends paid; and $
1.1 billion
of share repurchases in the first quarter of fiscal 2018 and
|
•
|
$1.3 billion of share repurchases; $1.1 billion of cash dividends paid; and $710 million of repayments of short-term borrowings in the first quarter of fiscal 2017.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total
Number of
Shares
Purchased
(1)
|
|
Average Price
Paid
Per Share
(1)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
(2)
|
|
Dollar Value of
Shares that May Yet
Be Purchased
Under the Program
(2)
|
|||
January 29, 2018 – February 25, 2018
|
168,708
|
|
|
$186.49
|
|
|
149,500
|
|
|
$12,917,104,510
|
February 26, 2018 – March 25, 2018
(3)
|
4,805,927
|
|
|
178.55
|
|
|
4,581,219
|
|
|
11,945,001,414
|
March 26, 2018 – April 29, 2018
|
447
|
|
|
183.71
|
|
|
—
|
|
|
11,945,001,414
|
Total
|
4,975,082
|
|
|
178.82
|
|
|
4,730,719
|
|
|
|
Exhibit
|
|
Description
|
3.1
|
*
|
|
[Form 10-Q filed on September 1, 2011, Exhibit 3.1]
|
||
3.2
|
*
|
|
[Form 8-K filed on March 8, 2016, Exhibit 3.2]
|
||
12.1
|
|
|
15.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
THE HOME DEPOT, INC.
(Registrant)
|
||
|
|
|
By:
|
|
/s/ C
RAIG
A. M
ENEAR
|
|
|
Craig A. Menear, Chairman,
Chief Executive Officer and President
|
|
||
|
|
/s/ C
AROL
B. T
OMÉ
|
|
|
Carol B. Tomé, Chief Financial Officer,
and Executive Vice President – Corporate Services
|
|
||
Date:
|
May 21, 2018
|
|
Three Months Ended
|
Fiscal
(1)
|
||||||||||||||||
in millions, except ratio data
|
April 29, 2018
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||
Earnings before provision for income taxes
|
$
|
3,142
|
|
$
|
13,698
|
|
$
|
12,491
|
|
$
|
11,021
|
|
$
|
9,976
|
|
$
|
8,467
|
|
Less: Capitalized interest
|
(1
|
)
|
(2
|
)
|
(1
|
)
|
(2
|
)
|
(2
|
)
|
(2
|
)
|
||||||
Add:
|
|
|
|
|
|
|
||||||||||||
Portion of rental expense under operating leases deemed to be the equivalent of interest
|
90
|
|
354
|
|
333
|
|
312
|
|
312
|
|
308
|
|
||||||
Interest expense
|
262
|
|
1,059
|
|
973
|
|
921
|
|
832
|
|
713
|
|
||||||
Adjusted earnings
|
$
|
3,493
|
|
$
|
15,109
|
|
$
|
13,796
|
|
$
|
12,252
|
|
$
|
11,118
|
|
$
|
9,486
|
|
Fixed charges:
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
262
|
|
$
|
1,059
|
|
$
|
973
|
|
$
|
921
|
|
$
|
832
|
|
$
|
713
|
|
Portion of rental expense under operating leases deemed to be the equivalent of interest
|
90
|
|
354
|
|
333
|
|
312
|
|
312
|
|
308
|
|
||||||
Total fixed charges
|
$
|
352
|
|
$
|
1,413
|
|
$
|
1,306
|
|
$
|
1,233
|
|
$
|
1,144
|
|
$
|
1,021
|
|
Ratio of earnings to fixed charges(2)
|
9.9
|
x
|
10.7
|
x
|
10.6
|
x
|
9.9
|
x
|
9.7
|
x
|
9.3
|
x
|
(1)
|
Fiscal 2017, 2016, 2015, 2014 and 2013 refer to the fiscal years ended January 28, 2018, January 29, 2017, January 31, 2016, February 1, 2015 and February 2, 2014, respectively. All fiscal years reported include 52 weeks.
|
(2)
|
For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of earnings before provision for income taxes excluding capitalized interest, plus fixed charges. “Fixed charges” consist of interest incurred on indebtedness including capitalized interest, amortization of debt expenses, and the portion of rental expense under operating leases deemed to be the equivalent of interest. The ratio of earnings to fixed charges is calculated as follows:
|
Description
|
Registration
Statement Number
|
|
|
Form S-3
|
|
Depot Direct stock purchase program
|
333-200607
|
Debt securities
|
333-206550
|
|
|
Form S-8
|
|
The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan
|
333-61733
|
The Home Depot Canada Registered Retirement Savings Plan
|
333-38946
|
The Home Depot, Inc. Restated and Amended Employee Stock Purchase Plan
|
333-151849
|
The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan
|
333-182374
|
The Home Depot, Inc. Non-Qualified Stock Option and Deferred Stock Units Plan and Agreement
|
333-56722
|
The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan
|
333-125331
|
The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan
|
333-153171
|
The Home Depot FutureBuilder and The Home Depot FutureBuilder for Puerto Rico
|
333-125332
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Home Depot, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Craig A. Menear
|
Craig A. Menear
|
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Home Depot, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Carol B. Tomé
|
Carol B. Tomé
|
Chief Financial Officer and
|
Executive Vice President – Corporate Services
|
(1)
|
The Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Craig A. Menear
|
Craig A. Menear
|
Chairman, Chief Executive Officer and President
|
May 21, 2018
|
(1)
|
The Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Carol B. Tomé
|
Carol B. Tomé
|
Chief Financial Officer and
|
Executive Vice President – Corporate Services
|
May 21, 2018
|