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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 1-8207
hd-20220731_g1.jpg
THE HOME DEPOT, INC.
(Exact name of registrant as specified in its charter)
Delaware
95-3261426
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2455 Paces Ferry Road
Atlanta,Georgia30339
(Address of principal executive offices)(Zip Code)
(770) 433-8211
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.05 Par Value Per ShareHDNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒         Accelerated filer ☐      Non-accelerated filer ☐     Smaller reporting company ☐     Emerging growth company ☐    
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
1,023,726,443 shares of common stock, $0.05 par value, outstanding as of August 16, 2022


TABLE OF CONTENTS
Item 1.
Item 2.
Item 3.
Item 4.
Item 1A.
Item 2.
Item 6.

i
Table of Contents
COMMONLY USED OR DEFINED TERMS
TermDefinition
Comparable sales
As defined in the Results of Operations section of MD&A
Exchange ActSecurities Exchange Act of 1934, as amended
fiscal 2021Fiscal year ended January 30, 2022
fiscal 2022Fiscal year ending January 29, 2023
GAAPU.S. generally accepted accounting principles
MD&AManagement's Discussion and Analysis of Financial Condition and Results of Operations
NOPATNet operating profit after tax
Restoration PlanHome Depot FutureBuilder Restoration Plan
ROICReturn on invested capital
SECSecurities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
SG&ASelling, general and administrative
2021 Form 10-K
Annual Report on Form 10-K for fiscal 2021 as filed with the SEC on March 23, 2022
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Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral information we release, regarding our performance or other events or developments in the future constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to, among other things, the impact of the COVID-19 pandemic and the related recovery on our business, results of operations, cash flows and financial condition (which, among other things, may affect many of the items listed below); the demand for our products and services; net sales growth; comparable sales; the effects of competition; our brand and reputation; implementation of store, interconnected retail, supply chain and technology initiatives; inventory and in-stock positions; the state of the economy; the state of the housing and home improvement markets; the state of the credit markets, including mortgages, home equity loans, and consumer credit; impact of tariffs; issues related to the payment methods we accept; demand for credit offerings; management of relationships with our associates, potential associates, suppliers and service providers; cost and availability of labor; costs of fuel and other energy sources; international trade disputes, natural disasters, climate change, public health issues (including pandemics and quarantines, related shut-downs and other governmental orders, and similar restrictions, as well as subsequent re-openings), cybersecurity events, military conflicts or acts of war, and other business interruptions that could disrupt operation of our stores, distribution centers and other facilities, our ability to operate or access communications, financial or banking systems, or supply or delivery of, or demand for, the Company’s products or services; our ability to meet environmental, social and governance (“ESG”) goals; continuation or suspension of share repurchases; net earnings performance; earnings per share; dividend targets; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; commodity or other price inflation and deflation; our ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation, including compliance with related settlements; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of regulatory changes, including changes to tax laws and regulations; store openings and closures; financial outlook; and the impact of acquired companies on our organization and the ability to recognize the anticipated benefits of those acquisitions.
Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our historical experience and our expectations and projections. These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A, Risk Factors and elsewhere in this report and also as may be described from time to time in future reports we file with the SEC. You should read such information in conjunction with our consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report. There also may be other factors that we cannot anticipate or that are not described herein, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our filings with the SEC and in our other public statements.

iii
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
THE HOME DEPOT, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
in millions, except per share dataJuly 31,
2022		January 30,
2022
Assets
Current assets:
Cash and cash equivalents$1,259 $2,343 
Receivables, net3,725 3,426 
Merchandise inventories26,088 22,068 
Other current assets1,869 1,218 
Total current assets32,941 29,055 
Net property and equipment
25,247 25,199 
Operating lease right-of-use assets6,132 5,968 
Goodwill7,451 7,449 
Other assets4,054 4,205 
Total assets$75,825 $71,876 
Liabilities and Stockholders' Equity
Current liabilities:
Short-term debt$539 $1,035 
Accounts payable14,348 13,462 
Accrued salaries and related expenses2,204 2,426 
Sales taxes payable1,076 848 
Deferred revenue3,539 3,596 
Current installments of long-term debt1,218 2,447 
Current operating lease liabilities919 830 
Other accrued expenses3,991 4,049 
Total current liabilities27,834 28,693 
Long-term debt, excluding current installments39,271 36,604 
Long-term operating lease liabilities5,431 5,353 
Other long-term liabilities3,052 2,922 
Total liabilities75,588 73,572 
Common stock, par value $0.05; authorized: 10,000 shares; issued: 1,793 shares at July 31, 2022 and 1,792 shares at January 30, 2022; outstanding: 1,024 shares at July 31, 2022 and 1,035 shares at January 30, 2022
90 90 
Paid-in capital12,309 12,132 
Retained earnings73,074 67,580 
Accumulated other comprehensive loss(672)(704)
Treasury stock, at cost, 769 shares at July 31, 2022 and 757 shares at January 30, 2022
(84,564)(80,794)
Total stockholders’ equity (deficit)237 (1,696)
Total liabilities and stockholders’ equity
$75,825 $71,876 
See accompanying notes to consolidated financial statements.
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Table of Contents
THE HOME DEPOT, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
 Three Months EndedSix Months Ended
in millions, except per share dataJuly 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Net sales$43,792 $41,118 $82,700 $78,618 
Cost of sales29,309 27,453 55,072 52,211 
Gross profit14,483 13,665 27,628 26,407 
Operating expenses:
Selling, general and administrative 6,657 6,433 13,267 12,807 
Depreciation and amortization616 593 1,222 1,180 
Total operating expenses7,273 7,026 14,489 13,987 
Operating income7,210 6,639 13,139 12,420 
Interest and other (income) expense:
Interest income and other, net(2)(5)(5)(11)
Interest expense381 326 753 665 
Interest and other, net379 321 748 654 
Earnings before provision for income taxes6,831 6,318 12,391 11,766 
Provision for income taxes1,658 1,511 2,987 2,814 
Net earnings$5,173 $4,807 $9,404 $8,952 
Basic weighted average common shares1,023 1,058 1,026 1,064 
Basic earnings per share$5.06 $4.54 $9.17 $8.41 
Diluted weighted average common shares1,025 1,062 1,030 1,068 
Diluted earnings per share$5.05 $4.53 $9.13 $8.38 
See accompanying notes to consolidated financial statements.

2
Table of Contents
THE HOME DEPOT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) 
 Three Months EndedSix Months Ended
in millionsJuly 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Net earnings$5,173 $4,807 $9,404 $8,952 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments9 21 29 55 
Cash flow hedges2 2 3 4 
Other— — — 27 
Total other comprehensive income (loss), net of tax11 23 32 86 
Comprehensive income$5,184 $4,830 $9,436 $9,038 
See accompanying notes to consolidated financial statements.

3
Table of Contents
THE HOME DEPOT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited) 
Three Months EndedSix Months Ended
in millionsJuly 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Common Stock:
Balance at beginning of period$90 $90 $90 $89 
Shares issued under employee stock plans— — — 1 
Balance at end of period90 90 90 90 
Paid-in Capital:
Balance at beginning of period12,079 11,555 12,132 11,540 
Shares issued under employee stock plans135 149 (19)32 
Stock-based compensation expense95 93 196 225 
Balance at end of period12,309 11,797 12,309 11,797 
Retained Earnings:
Balance at beginning of period69,849 60,504 67,580 58,134 
Net earnings5,173 4,807 9,404 8,952 
Cash dividends
(1,948)(1,751)(3,910)(3,526)
Balance at end of period73,074 63,560 73,074 63,560 
Accumulated Other Comprehensive Income (Loss):
Balance at beginning of period(683)(608)(704)(671)
Foreign currency translation adjustments, net of tax9 21 29 55 
Cash flow hedges, net of tax2 2 3 4 
Other, net of tax— — — 27 
Balance at end of period(672)(585)(672)(585)
Treasury Stock:
Balance at beginning of period(83,044)(69,793)(80,794)(65,793)
Repurchases of common stock(1,520)(3,000)(3,770)(7,000)
Balance at end of period(84,564)(72,793)(84,564)(72,793)
Total stockholders' equity $237 $2,069 $237 $2,069 
See accompanying notes to consolidated financial statements.



4
Table of Contents
THE HOME DEPOT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six Months Ended
in millionsJuly 31,
2022		August 1,
2021
Cash Flows from Operating Activities:
Net earnings$9,404 $8,952 
Reconciliation of net earnings to net cash provided by operating activities:
Depreciation and amortization1,473 1,414 
Stock-based compensation expense196 226 
Changes in receivables, net(295)(321)
Changes in merchandise inventories(4,009)(2,191)
Changes in other current assets(668)(574)
Changes in accounts payable and accrued expenses1,079 1,658 
Changes in deferred revenue(57)671 
Changes in income taxes payable61 154 
Changes in deferred income taxes(95)(116)
Other operating activities93 74 
Net cash provided by operating activities7,182 9,947 
Cash Flows from Investing Activities:
Capital expenditures
(1,447)(1,042)
Payments for businesses acquired, net— (416)
Other investing activities(14)— 
Net cash used in investing activities(1,461)(1,458)
Cash Flows from Financing Activities:
Repayments of short-term debt, net(496)— 
Proceeds from long-term debt, net of discounts3,957 — 
Repayments of long-term debt(2,366)(1,434)
Repurchases of common stock(3,962)(6,905)
Proceeds from sales of common stock142 167 
Cash dividends
(3,910)(3,526)
Other financing activities(163)(136)
Net cash used in financing activities(6,798)(11,834)
Change in cash and cash equivalents(1,077)(3,345)
Effect of exchange rate changes on cash and cash equivalents(7)16 
Cash and cash equivalents at beginning of period2,343 7,895 
Cash and cash equivalents at end of period$1,259 $4,566 
Supplemental Disclosures:
Cash paid for interest, net of interest capitalized$665 $626 
Cash paid for income taxes3,105 2,913 
See accompanying notes to consolidated financial statements.
5
Table of Contents
THE HOME DEPOT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
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 items, and facilities maintenance, repair and operations products, and provides a number of services, in stores and online. 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, each representing one of our three operating segments, which we aggregate into one reportable segment due to their similar operating and financial characteristics.
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2021 Form 10-K.
There were no significant changes to our significant accounting policies as disclosed in the 2021 Form 10-K.
Recent Accounting Pronouncements
We did not adopt any new accounting pronouncements during the first six months of fiscal 2022 that had a material impact on our consolidated financial condition, results of operations or cash flows. Recent accounting pronouncements pending adoption not discussed in the 2021 Form 10-K are either not applicable or will not have or are not expected to have a material impact on our consolidated financial condition, results of operations or cash flows.
2.NET SALES
The following table presents net sales, classified by geography:
Three Months EndedSix Months Ended
in millionsJuly 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Net sales – in the U.S.
$40,044 $37,642 $76,050 $72,359 
Net sales – outside the U.S.
3,748 3,476 6,650 6,259 
Net sales
$43,792 $41,118 $82,700 $78,618 
The following table presents net sales by products and services:
Three Months EndedSix Months Ended
in millionsJuly 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Net sales – products$42,348 $39,717 $79,813 $75,988 
Net sales – services1,444 1,401 2,887 2,630 
Net sales
$43,792 $41,118 $82,700 $78,618 
The following table presents major product lines and the related merchandising departments (and related services):
Major Product LineMerchandising Departments
Building MaterialsBuilding Materials, Electrical/Lighting, Lumber, Millwork, and Plumbing
DécorAppliances, Décor/Storage, Flooring, Kitchen and Bath, and Paint
HardlinesHardware, Indoor Garden, Outdoor Garden, and Tools
6
The following table presents net sales by major product lines (and related services):
Three Months EndedSix Months Ended
in millionsJuly 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Building Materials$15,883 $14,411 $30,752 $28,071 
Décor14,096 13,395 26,970 25,277 
Hardlines13,813 13,312 24,978 25,270 
Net sales$43,792 $41,118 $82,700 $78,618 
Deferred Revenue
For products and services sold in stores or online, payment is typically due at the point of sale. When we receive payment from customers before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue until the sale or service is complete. Such performance obligations are part of contracts with expected original durations of typically three months or less. As of both July 31, 2022 and January 30, 2022, deferred revenue for products and services was $2.6 billion.
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 July 31, 2022 and January 30, 2022, our performance obligations for unredeemed gift cards were $938 million and $1.0 billion, respectively. Gift card breakage income, which is our estimate of the portion of our gift card balance not expected to be redeemed, was immaterial during the three and six months ended July 31, 2022 and August 1, 2021.
3.PROPERTY AND LEASES
Net Property and Equipment
Net property and equipment includes accumulated depreciation and finance lease amortization of $27.2 billion as of July 31, 2022 and $26.1 billion as of January 30, 2022.
Leases
The following table presents the consolidated balance sheet location of assets and liabilities related to operating and finance leases:
in millionsConsolidated Balance Sheet ClassificationJuly 31,
2022		January 30,
2022
Assets:
Operating lease assetsOperating lease right-of-use assets$6,132 $5,968 
Finance lease assets (1)
Net property and equipment
2,923 2,896 
Total lease assets$9,055 $8,864 
Liabilities:
Current:
   Operating lease liabilitiesCurrent operating lease liabilities$919 $830 
   Finance lease liabilitiesCurrent installments of long-term debt219 198 
Long-term:
   Operating lease liabilitiesLong-term operating lease liabilities5,431 5,353 
   Finance lease liabilitiesLong-term debt, excluding current installments3,082 3,038 
Total lease liabilities$9,651 $9,419 
—————
(1) Finance lease assets are recorded net of accumulated amortization of $1.1 billion as of July 31, 2022 and $1.0 billion as of January 30, 2022.
7
The following table presents supplemental non-cash information related to leases:
Six Months Ended
in millionsJuly 31,
2022		August 1,
2021
Lease assets obtained in exchange for new operating lease liabilities$646 $429 
Lease assets obtained in exchange for new finance lease liabilities202 417 
4.DEBT AND DERIVATIVE INSTRUMENTS
Short-Term Debt
In July 2022, we expanded our commercial paper program from $3.0 billion to $5.0 billion to further enhance our financial flexibility. All of our short-term borrowings in the first six months of fiscal 2022 were under our commercial paper program, and the maximum amount outstanding at any time was $2.7 billion. In connection with our program, we have back-up credit facilities with a consortium of banks. In July 2022, we also expanded the borrowing capacity under these back-up facilities from $3.0 billion to $5.0 billion, by entering into 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 2023. These facilities replaced our previously existing five-year $2.0 billion credit facility, which was scheduled to expire in December 2023, and our 364-day $1.0 billion credit facility, which was scheduled to expire in December 2022. At July 31, 2022 and January 30, 2022, we had outstanding borrowings under our commercial paper program of $539 million and $1.0 billion, respectively.
Long-Term Debt
March 2022 Issuance. In March 2022, we issued four tranches of senior notes.
•The first tranche consisted of $500 million of 2.70% senior notes due April 15, 2025 (the “2025 notes”) at a discount of $1 million. Interest on the 2025 notes is due semi-annually on April 15 and October 15 of each year, beginning October 15, 2022.
•The second tranche consisted of $750 million of 2.875% senior notes due April 15, 2027 (the “2027 notes”) at a discount of $4 million. Interest on the 2027 notes is due semi-annually on April 15 and October 15 of each year, beginning October 15, 2022.
•The third tranche consisted of $1.25 billion of 3.25% senior notes due April 15, 2032 (the “2032 notes”) at a discount of $6 million. Interest on the 2032 notes is due semi-annually on April 15 and October 15 of each year, beginning October 15, 2022.
•The fourth tranche consisted of $1.5 billion of 3.625% senior notes due April 15, 2052 (the “2052 notes”) at a discount of $32 million (together with the 2025 notes, the 2027 notes, and the 2032 notes, the “March 2022 issuance”). Interest on the 2052 notes is due semi-annually on April 15 and October 15 of each year, beginning October 15, 2022.
•Issuance costs for the March 2022 issuance totaled $22 million.
The 2025 notes, 2027 notes, 2032 notes, and 2052 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. Prior to the Par Call Date, as defined in the 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 indenture governing the notes does 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 indenture governing the notes contains various customary covenants; however, none are expected to impact our liquidity or capital resources.
Repayments. In March 2022, we repaid our $700 million 3.25% senior notes and $300 million floating rate senior notes at maturity. In May 2022, we repaid our $1.25 billion 2.625% senior notes, which had a maturity date of June 2022, at the Par Call Date for the notes.

8
Derivative Instruments and Hedging Activities
We had outstanding interest rate swap agreements with combined notional amounts of $5.4 billion at both July 31, 2022 and January 30, 2022. 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 July 31, 2022, the fair values of these agreements totaled $515 million, with $528 million recognized in other long-term liabilities and $13 million recognized in other assets on the consolidated balance sheet. At January 30, 2022, the fair values of these agreements totaled $191 million, with $249 million recognized in other long-term liabilities and $58 million recognized in other assets on the consolidated balance sheet.
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.
There were no material changes to the other hedging arrangements disclosed in our 2021 Form 10-K, and all related activity was immaterial for the periods presented within this document.
Collateral. 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 $470 million as of July 31, 2022, which was recorded in other current assets on the consolidated balance sheet. We did not hold any cash collateral as of July 31, 2022, and cash collateral both held and posted was immaterial as of January 30, 2022.
5. STOCKHOLDERS' EQUITY
Stock Rollforward
The following table presents a reconciliation of the number of shares of our common stock and cash dividends per share:
shares in millionsThree Months EndedSix Months Ended
July 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Common stock:
Balance at beginning of period1,793 1,790 1,792 1,789 
Shares issued under employee stock plans— 1 1 2 
Balance at end of period1,793 1,791 1,793 1,791 
Treasury stock:
Balance at beginning of period(764)(725)(757)(712)
Repurchases of common stock(5)(10)(12)(23)
Balance at end of period(769)(735)(769)(735)
Shares outstanding at end of period1,024 1,056 1,024 1,056 
Cash dividends per share$1.90 $1.65 $3.80 $3.30 

9
Share Repurchases
In May 2021, our Board of Directors approved a $20.0 billion share repurchase authorization, of which $5.8 billion remained available as of July 31, 2022. In August 2022, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the May 2021 authorization and does not have a prescribed expiration date.
The following table presents information about our repurchases of common stock, all of which were completed through open market purchases:
in millions
Three Months EndedSix Months Ended
July 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Total number of shares repurchased5 10 12 23 
Total cost of shares repurchased$1,520 $3,000 $3,770 $7,000 
These amounts may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period.
6.FAIR VALUE MEASUREMENTS
The fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, rather than the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:
•Level 1: observable inputs such as quoted prices in active markets for identical assets or liabilities;
•Level 2: inputs other than quoted prices in active markets in Level 1 that are either directly or indirectly observable; and
•Level 3: unobservable inputs for which little or no market data exists, therefore requiring management judgment to develop the Company’s own models with estimates and assumptions.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the assets and liabilities that are measured at fair value on a recurring basis:
July 31, 2022January 30, 2022
in millions 
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Derivative agreements – assets$— $13 $— $— $58 $— 
Derivative agreements – liabilities— (529)— — (249)— 
Total$— $(516)$— $— $(191)$— 
The fair values of our derivative instruments are determined using an income approach and Level 2 inputs, which include the respective interest rate or foreign currency forward curves and discount rates. Our derivative instruments are discussed further in Note 4.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Long-lived assets, goodwill, and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment. We did not have any material assets or liabilities that were measured at fair value on a nonrecurring basis during the three and six months ended July 31, 2022 or August 1, 2021.
Other Fair Value Disclosures
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:
July 31, 2022January 30, 2022
in millions Fair Value
(Level 1)		Carrying
Value		Fair Value
(Level 1)		Carrying
Value
Senior notes$36,858 $37,188 $39,397 $35,815 
10
7.WEIGHTED AVERAGE COMMON SHARES
The following table presents the reconciliation of our basic to diluted weighted average common shares:
Three Months EndedSix Months Ended
in millions
July 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Basic weighted average common shares1,023 1,058 1,026 1,064 
Effect of potentially dilutive securities (1)
2 4 4 4 
Diluted weighted average common shares1,025 1,062 1,030 1,068 
Anti-dilutive securities excluded from diluted weighted average common shares1 — 1 — 
—————
(1)    Represents the dilutive impact of stock-based awards.
8.CONTINGENCIES
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.
11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
The Home Depot, Inc.:
Results of Review of Interim Financial Information
We have reviewed the consolidated balance sheet of The Home Depot, Inc. and subsidiaries (the “Company”) as of July 31, 2022, the related consolidated statements of earnings, comprehensive income, and stockholders’ equity for the three-month and six-month periods ended July 31, 2022 and August 1, 2021, the related consolidated statements of cash flows for the six-month periods ended July 31, 2022 and August 1, 2021, and the related notes (collectively, the “consolidated interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of January 30, 2022, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for the fiscal year then ended (not presented herein); and in our report dated March 23, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 30, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP
Atlanta, Georgia
August 22, 2022
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion provides an analysis of the Company’s financial condition and results of operations from management's perspective and should be read in conjunction with the consolidated financial statements and related notes included in this report and in the 2021 Form 10-K and with our MD&A included in the 2021 Form 10-K. Our MD&A includes the following sections:
•Executive Summary
•Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Policies
EXECUTIVE SUMMARY
The following table presents quarter to date and year to date highlights of our financial performance:
dollars in millions, except per share dataThree Months EndedSix Months Ended
July 31,
2022		August 1,
2021		July 31,
2022		August 1,
2021
Net sales$43,792 $41,118 $82,700 $78,618 
Net earnings5,173 4,807 9,404 8,952 
Diluted earnings per share$5.05 $4.53 $9.13 $8.38 
Net cash provided by operating activities$7,182 $9,947 
Proceeds from long-term debt, net of discounts3,957 — 
Repayments of long-term debt2,366 1,434 
Repurchases of common stock3,962 6,905 
We reported net sales of $43.8 billion in the second quarter of fiscal 2022. Net earnings were $5.2 billion, or $5.05 per diluted share. For the first six months of fiscal 2022, net sales were $82.7 billion and net earnings were $9.4 billion, or $9.13 per diluted share.
We did not open or close any stores during the second quarter of fiscal 2022, resulting in a store count of 2,316 at the end of the second quarter of fiscal 2022. As of July 31, 2022, a total of 311 stores, or 13.4%, were located in Canada and Mexico. For the second quarter of fiscal 2022, sales per retail square foot were $700.62, and for the first six months of fiscal 2022, sales per retail square foot were $661.27. Our inventory turnover ratio was 4.5 times at the end of the second quarter of fiscal 2022, compared to 5.7 times at the end of the second quarter of fiscal 2021. The decrease in our inventory turnover ratio was driven by an increase in average inventory levels during the first half of fiscal 2022 resulting from strategic investments to promote higher in-stock levels and to pull forward merchandise for events in the second half of fiscal 2022 in response to ongoing global supply chain disruption, as well as continued investment in our new supply chain facilities and carry over of some spring seasonal inventory.
We generated $7.2 billion of cash flow from operations and issued $4.0 billion of long-term debt, net of discounts, during the first six months of fiscal 2022. This cash flow, together with cash on hand, was used to fund cash payments of $4.0 billion for share repurchases and $3.9 billion for dividends. In addition, we repaid $2.4 billion of long-term debt and $496 million of net short-term debt and funded $1.4 billion in capital expenditures. In February 2022, we announced a 15% increase in our quarterly cash dividend to $1.90 per share.
Our ROIC for the trailing twelve-month period was 45.6% at the end of the second quarter of fiscal 2022 and 44.7% at the end of the second quarter of fiscal 2021. See the Non-GAAP Financial Measures section below for our definition and calculation of ROIC, as well as a reconciliation of NOPAT, a non-GAAP financial measure, to net earnings (the most comparable GAAP financial measure).
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RESULTS OF OPERATIONS
The following table presents the percentage relationship between net sales and major categories in our consolidated statements of earnings.
FISCAL 2022 AND FISCAL 2021 THREE MONTH COMPARISONS
Three Months Ended
July 31, 2022August 1, 2021
dollars in millions$% of
Net Sales		$% of
Net Sales
Net sales$43,792 $41,118 
Gross profit14,483 33.1 %13,665 33.2 %
Operating expenses:
Selling, general and administrative6,657 15.2 6,433 15.6 
Depreciation and amortization616 1.4 593 1.4 
Total operating expenses7,273 16.6 7,026 17.1 
Operating income7,210 16.5 6,639 16.1 
Interest and other (income) expense:
Interest income and other, net(2)— (5)— 
Interest expense381 0.9 326 0.8 
Interest and other, net379 0.9 321 0.8 
Earnings before provision for income taxes6,831 15.6 6,318 15.4 
Provision for income taxes1,658 3.8 1,511 3.7 
Net earnings$5,173 11.8 %$4,807 11.7 %
—————
Note: Certain percentages may not sum to totals due to rounding.
Three Months Ended
Selected financial and sales data:July 31,
2022		August 1,
2021		% Change
Comparable sales (% change)
5.8 %4.5 %N/A
Comparable customer transactions (% change) (1)
(3.1)%(6.0)%N/A
Comparable average ticket (% change) (1)
9.0 %11.3 %N/A
Customer transactions (in millions) (1)
467.4 481.7 (3.0)%
Average ticket (1) (2)
$90.02 $82.48 9.1 %
Sales per retail square foot (1) (3)
$700.62 $663.05 5.7 %
Diluted earnings per share
$5.05 $4.53 11.5 %
—————
(1)Does not include results for HD Supply.
(2)Average ticket represents the average price paid per transaction and is used by management to monitor the performance of the Company, as it represents a primary driver in measuring sales performance.
(3)Sales per retail square foot represents annualized sales divided by retail store square footage. Sales per retail square foot is a measure of the efficiency of sales based on the total square footage of our stores and is used by management to monitor the performance of the Company’s retail operations as an indicator of the productivity of owned and leased square footage for these retail operations.
Sales
We assess our sales performance by evaluating both net sales and comparable sales.
Net Sales. Net sales for the second quarter of fiscal 2022 increased $2.7 billion, or 6.5%, to $43.8 billion from $41.1 billion for the second quarter of fiscal 2021. The increase in net sales for the second quarter of fiscal 2022 primarily reflected the impact of positive comparable sales driven by an increase in comparable average ticket, partially offset by a decrease in comparable customer transactions. A stronger U.S. dollar negatively impacted net sales by $129 million in the second quarter of fiscal 2022.
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Table of Contents
Online sales, which consist of sales generated through our websites and mobile applications for products picked up at our stores or delivered to customer locations, represented 13.9% of net sales during the second quarter of fiscal 2022 and grew by 12.0% compared to the second quarter of fiscal 2021. The increase in online sales for the second quarter of fiscal 2022 was a result of customers continuing to leverage our digital platforms and reflects our ongoing investments to enhance these platforms and related fulfillment capabilities, which support our interconnected retail strategy.
Comparable Sales. Comparable sales is a measure that highlights the performance of our existing locations and websites by measuring the change in net sales for a period over the comparable prior period of equivalent length. Comparable sales includes sales at all locations, physical and online, open greater than 52 weeks (including remodels and relocations) and excludes closed stores. Retail stores become comparable on the Monday following their 52nd week of operation. Acquisitions are typically included in comparable sales after they have been owned for more than 52 weeks. Comparable sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP.
Total comparable sales for the second quarter of fiscal 2022 increased 5.8%, reflecting a 9.0% increase in comparable average ticket, partially offset by a 3.1% decrease in comparable customer transactions compared to the second quarter of fiscal 2021. The increase in comparable average ticket was primarily driven by inflation, as well as demand for new and innovative products. While comparable customer transactions were negative during the second quarter of fiscal 2022, transactions improved compared to the first quarter of fiscal 2022 as spring broke across the country.
During the second quarter of fiscal 2022, all of our merchandising departments posted positive comparable sales compared to the second quarter of fiscal 2021. Our Building Materials, Plumbing, Millwork, Paint, and Hardware departments posted comparable sales above the Company average.
Gross Profit
Gross profit for the second quarter of fiscal 2022 increased 6.0% to $14.5 billion from $13.7 billion for the second quarter of fiscal 2021. Gross profit as a percentage of net sales, or gross profit margin, was 33.1% for the second quarter of fiscal 2022 compared to 33.2% for the second quarter of fiscal 2021. The decrease in gross profit margin during the second quarter of fiscal 2022 was primarily driven by investments in our supply chain network and higher product and transportation costs offset by the benefit from higher retail prices.
Operating Expenses
Our operating expenses are composed of SG&A and depreciation and amortization.
Selling, General & Administrative. SG&A for the second quarter of fiscal 2022 increased $224 million, or 3.5%, to $6.7 billion from $6.4 billion for the second quarter of fiscal 2021. As a percentage of net sales, SG&A was 15.2% for the second quarter of fiscal 2022 compared to 15.6% for the second quarter of fiscal 2021, primarily reflecting leverage from a positive comparable sales environment and strong expense management, partially offset by wage investments for hourly associates and increased operational costs, including investments designed to drive efficiencies in our stores.
Depreciation and Amortization. Depreciation and amortization for the second quarter of fiscal 2022 increased $23 million, or 3.9%, to $616 million from $593 million for the second quarter of fiscal 2021. As a percentage of net sales, depreciation and amortization was 1.4% for the second quarter of both fiscal 2022 and fiscal 2021, primarily reflecting leverage from a positive comparable sales environment, offset by increased depreciation expense from strategic investments in the business.
Interest and Other, net
Interest and other, net, was $379 million for the second quarter of fiscal 2022 compared to $321 million for the second quarter of fiscal 2021. Interest and other, net, as a percentage of net sales was 0.9% for the second quarter of fiscal 2022 compared to 0.8% for the second quarter of fiscal 2021, primarily reflecting higher interest expense due to higher debt balances during the second quarter of fiscal 2022, partially offset by leverage from a positive comparable sales environment.
Provision for Income Taxes
Our combined effective income tax rate was 24.3% for the second quarter of fiscal 2022 compared to 23.9% for the second quarter of fiscal 2021.

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Diluted Earnings per Share
Diluted earnings per share were $5.05 for the second quarter of fiscal 2022 compared to $4.53 for the second quarter of fiscal 2021. The increase in diluted earnings per share was driven by higher net earnings during the second quarter of fiscal 2022, as well as lower diluted shares due to share repurchases.
FISCAL 2022 AND FISCAL 2021 SIX MONTH COMPARISONS
Six Months Ended
July 31, 2022August 1, 2021
dollars in millions$% of
Net Sales		$% of
Net Sales
Net sales$82,700 $78,618 
Gross profit27,628 33.4 %26,407 33.6 %
Operating expenses:
Selling, general and administrative13,267 16.0 12,807 16.3 
Depreciation and amortization1,222 1.5 1,180 1.5 
Total operating expenses14,489 17.5 13,987 17.8 
Operating income13,139 15.9 12,420 15.8 
Interest and other (income) expense:
Interest income and other, net(5)— (11)— 
Interest expense753 0.9 665 0.8 
Interest and other, net748 0.9 654 0.8 
Earnings before provision for income taxes12,391 15.0 11,766 15.0 
Provision for income taxes2,987 3.6 2,814 3.6 
Net earnings$9,404 11.4 %$8,952 11.4 %
—————
Note: Certain percentages may not sum to totals due to rounding.
Six Months Ended
Selected financial and sales data:July 31,
2022		August 1,
2021		% Change
Comparable sales (% change)
4.1 %15.8 %N/A
Comparable customer transactions (% change) (1)
(5.7)%4.6 %N/A
Comparable average ticket (% change) (1)
10.0 %10.9 %N/A
Customer transactions (in millions) (1)
878.1 928.9 (5.5)%
Average ticket (1) (2)
$90.82 $82.43 10.2 %
Sales per retail square foot (1) (3)
$661.27 $634.30 4.3 %
Diluted earnings per share
$9.13 $8.38 8.9 %
—————
(1)Does not include results for HD Supply.
(2)Average ticket represents the average price paid per transaction and is used by management to monitor the performance of the Company, as it represents a primary driver in measuring sales performance.
(3)Sales per retail square foot represents annualized sales divided by retail store square footage. Sales per retail square foot is a measure of the efficiency of sales based on the total square footage of our stores and is used by management to monitor the performance of the Company’s retail operations as an indicator of the productivity of owned and leased square footage for these retail operations.
Sales
We assess our sales performance by evaluating both net sales and comparable sales.
Net Sales. Net sales for the first six months of fiscal 2022 increased 5.2% to $82.7 billion from $78.6 billion for the first six months of fiscal 2021. The increase in net sales for the first six months of fiscal 2022 primarily reflected the impact of positive comparable sales driven by an increase in comparable average ticket, partially offset by a decrease in comparable customer transactions. A stronger U.S. dollar negatively impacted net sales by $152 million for the first six months of fiscal 2022.
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Online sales, which consist of sales generated through our websites and mobile applications for products picked up in our stores or delivered to customer locations, represented 14.1% of net sales during the first six months of fiscal 2022 and grew by 7.9% compared to the first six months of fiscal 2021. The increase in online sales for the first six months of fiscal 2022 was a result of customers continuing to leverage our digital platforms and reflects our ongoing investments to enhance these platforms and related fulfillment capabilities, which support our interconnected retail strategy.
Comparable Sales. Total comparable sales for the first six months of fiscal 2022 increased 4.1%, reflecting a 10.0% increase in comparable average ticket, partially offset by a 5.7% decrease in comparable customer transactions compared to the first six months of fiscal 2021. The increase in comparable average ticket was primarily driven by inflation, as well as demand for new and innovative products. The decrease in comparable customer transactions reflects the impact of cycling favorable weather and government stimulus during the first six months of fiscal 2021.
During the first six months of fiscal 2022, 12 of our 14 merchandising departments posted positive comparable sales, led by Plumbing, Building Materials, Millwork, and Paint when compared to the first six months of fiscal 2021. Our Indoor and Outdoor Garden departments posted single-digit negative comparable sales.
Gross Profit
Gross profit for the first six months of fiscal 2022 increased 4.6% to $27.6 billion from $26.4 billion for the first six months of fiscal 2021. Gross profit as a percentage of net sales, or gross profit margin, was 33.4% for the first six months of fiscal 2022 compared to 33.6% for the first six months of fiscal 2021. The decrease in gross profit margin during the first six months of fiscal 2022 was primarily driven by investments in our supply chain network and higher product and transportation costs offset by the benefit from higher retail prices.
Operating Expenses
Our operating expenses are composed of SG&A and depreciation and amortization.
Selling, General & Administrative. SG&A for the first six months of fiscal 2022 increased $460 million, or 3.6% to $13.3 billion from $12.8 billion for the first six months of fiscal 2021. As a percentage of net sales, SG&A was 16.0% for the first six months of fiscal 2022 compared to 16.3% for the first six months of fiscal 2021, primarily reflecting leverage from a positive comparable sales environment and strong expense management, partially offset by wage investments for hourly associates and increased operational costs, including investments designed to drive efficiencies in our stores.
Depreciation and Amortization. Depreciation and amortization for the first six months of fiscal 2022 increased $42 million, or 3.6% to $1.2 billion. As a percentage of net sales, depreciation and amortization was 1.5% for the first six months of both fiscal 2022 and fiscal 2021, reflecting leverage from a positive comparable sales environment, offset by increased depreciation expense from strategic investments in the business.
Interest and Other, net
Interest and other, net for the first six months of fiscal 2022 was $748 million compared to $654 million for the first six months of fiscal 2021. Interest and other, net, as a percentage of net sales was 0.9% for the first six months of fiscal 2022 and 0.8% for the first six months of fiscal 2021, primarily reflecting higher interest expense due to higher debt balances during the first six months of fiscal 2022, partially offset by leverage from a positive comparable sales environment.
Provision for Income Taxes
Our combined effective income tax rate was 24.1% for the first six months of fiscal 2022 compared to 23.9% for the first six months of fiscal 2021.
Diluted Earnings per Share
Diluted earnings per share were $9.13 for the first six months of fiscal 2022, compared to $8.38 for the first six months of fiscal 2021. The increase in diluted earnings per share was driven by higher net earnings during the first six months of fiscal 2022, as well as lower diluted shares due to share repurchases.
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NON-GAAP FINANCIAL MEASURES
To provide clarity on our operating performance, we supplement our reporting with certain non-GAAP financial measures. However, this supplemental information should not be considered in isolation or as a substitute for the related GAAP measures. Non-GAAP financial measures presented herein may differ from similar measures used by other companies.
Return on Invested Capital
We believe ROIC is meaningful for investors and management because it measures how effectively we deploy our capital base. We define ROIC as NOPAT, a non-GAAP financial measure, for the most recent twelve-month period, divided by average debt and equity. We define average debt and equity as the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period.
The following table presents the calculation of ROIC, together with a reconciliation of NOPAT to net earnings (the most comparable GAAP measure):
 Twelve Months Ended
dollars in millionsJuly 31,
2022		August 1,
2021
Net earnings$16,885 $15,241 
Interest and other, net1,397 1,310 
Provision for income taxes5,477 4,804 
Operating income23,759 21,355 
Income tax adjustment (1)
(5,758)(5,130)
NOPAT$18,001 $16,225 
Average debt and equity$39,485 $36,338 
ROIC45.6 %44.7 %
—————
(1)Income tax adjustment is defined as operating income multiplied by our effective tax rate for the trailing twelve months.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2022, we had $1.3 billion in cash and cash equivalents, of which $862 million was held by our foreign subsidiaries. We believe that our current cash position, cash flow generated from operations, funds available from our commercial paper program, and access to the long-term debt capital markets should be sufficient not only for our operating requirements but also to enable us to invest in the business, fund dividend payments, fund any share repurchases, make any required debt payments, and satisfy other contractual obligations through the next several fiscal years. In addition, we believe that we have the ability to obtain alternative sources of financing, if necessary.
Our material cash requirements include contractual and other obligations arising in the normal course of business. These obligations primarily include long-term debt and related interest payments, operating and finance lease obligations, and purchase obligations.
In addition to our cash requirements, we follow a disciplined approach to capital allocation. This approach first prioritizes investing in the business, followed by paying dividends, with the intent of then returning excess cash to shareholders in the form of share repurchases. For fiscal 2022, we plan to invest approximately $3 billion back into the business in the form of capital expenditures, in line with our expectation of approximately two percent of net sales on an annual basis. However, we may adjust our capital expenditures to support the operations of the business, to enhance long-term strategic positioning, or in response to the economic environment, as necessary or appropriate.
In February 2022, we announced a 15% increase in our quarterly cash dividend from $1.65 to $1.90 per share. During the first six months of fiscal 2022, we paid cash dividends of $3.9 billion to shareholders. We intend to pay a dividend in the future; however, any future dividend is subject to declaration by our Board of Directors based on our earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors.
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In May 2021, our Board of Directors approved a $20.0 billion share repurchase authorization, of which $5.8 billion remained available as of July 31, 2022. In August 2022, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the May 2021 authorization and does not have a prescribed expiration date. During the first six months of fiscal 2022, we had cash payments of $4.0 billion for repurchases of our common stock through open market purchases.
DEBT
In July 2022, we expanded our commercial paper program from $3.0 billion to $5.0 billion to further enhance our financial flexibility. All of our short-term borrowings in the first six months of fiscal 2022 were under our commercial paper program, and the maximum amount outstanding at any time was $2.7 billion. In connection with our program, we have back-up credit facilities with a consortium of banks. In July 2022, we also expanded the borrowing capacity under these back-up facilities from $3.0 billion to $5.0 billion, by entering into 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 2023. These facilities replaced our previously existing five-year $2.0 billion credit facility, which was scheduled to expire in December 2023, and our 364-day $1.0 billion credit facility, which was scheduled to expire in December 2022. At July 31, 2022, we had outstanding borrowings under our commercial paper program of $539 million, and we were in compliance with all of the covenants contained in our credit facilities, none of which are expected to impact our liquidity or capital resources.
We also issue senior notes from time to time as part of our capital management strategy. In March 2022, we issued $4.0 billion of senior notes. The net proceeds from this issuance were used for general corporate purposes, including repayment of outstanding indebtedness and repurchases of shares of our common stock. During the first six months of fiscal 2022, we repaid an aggregate of $2.25 billion of senior notes.
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 are expected to impact our liquidity or capital resources. See Note 4 to our consolidated financial statements for further discussion of our debt arrangements.
CASH FLOWS SUMMARY
Operating Activities
Cash flow generated from operations provides us with a significant source of liquidity. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for products and services, associate compensation, operations, occupancy costs, and income taxes. Cash provided by or used in operating activities is also subject to changes in working capital. Working capital at any point in time is subject to many variables, including seasonality, inventory management and category expansion, the timing of cash receipts and payments, vendor payment terms, and fluctuations in foreign exchange rates.
Net cash provided by operating activities decreased by $2.8 billion in the first six months of fiscal 2022 compared to the first six months of fiscal 2021, primarily driven by changes in working capital, slightly offset by an increase in net earnings. Working capital was primarily impacted by higher merchandise inventories, along with the timing of vendor payments. The increase in inventory was primarily due to inflation, along with strategic investments to promote higher in-stock levels and to pull forward merchandise for events in the second half of fiscal 2022 in response to ongoing global supply chain disruption, as well as continued investment in our new supply chain facilities and carry over of some spring seasonal inventory.
Investing Activities
Cash used in investing activities increased by $3 million in the first six months of fiscal 2022 compared to the first six months of fiscal 2021, primarily resulting from increased capital expenditures, partially offset by cash paid for an acquired business during the first six months of fiscal 2021.
Financing Activities
Cash used in financing activities in the first six months of fiscal 2022 primarily reflected $4.0 billion of share repurchases, $3.9 billion of cash dividends paid, $2.4 billion of repayments of long-term debt, and $496 million of net repayments of short-term debt, partially offset by $4.0 billion of net proceeds from long-term debt. Cash used in financing activities in the first six months of fiscal 2021 primarily reflected $6.9 billion of share repurchases, $3.5 billion of cash dividends paid, and $1.4 billion of repayments of long-term debt.
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CRITICAL ACCOUNTING POLICIES
During the first six months of fiscal 2022, there were no changes to our critical accounting policies as disclosed in the 2021 Form 10-K. Refer to Note 1 to our consolidated financial statements for further discussion regarding our significant accounting policies.
ADDITIONAL INFORMATION
For information on accounting pronouncements that have impacted or are expected to materially impact our consolidated financial condition, results of operations or cash flows, see Note 1 to our consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Our exposure to market risk results primarily from fluctuations in interest rates in connection with our long-term debt portfolio. We are also exposed to risks from foreign currency exchange rate fluctuations on the translation of our foreign operations into U.S. dollars and on the purchase of goods by these foreign operations that are not denominated in their local currencies. Additionally, we may experience inflation and deflation related to our purchase of certain commodity products. There have been no material changes to our exposure to market risks, including the instruments we use to manage our exposure to such risks, from those disclosed in the 2021 Form 10-K.
Item 4. Controls and Procedures.
Under the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and concluded that our disclosure controls and procedures were effective as of July 31, 2022.
We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems. We plan to continue to migrate additional business processes over the course of the next few years and have modified and will continue to modify the design and implementation of certain internal control processes as the transformation continues.
Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended July 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A, “Risk Factors” and elsewhere in the 2021 Form 10-K. These risks and uncertainties could materially and adversely affect our business, consolidated financial condition, results of operations, or cash flows. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently do not consider material to our business. There have been no material changes in the risk factors discussed in the 2021 Form 10-K.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table presents the number and average price of shares purchased in each fiscal month of the second quarter of fiscal 2022:
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)
May 2, 2022 – May 29, 20222,837,144 $293.86 2,832,302 $6,536,088,542 
May 30, 2022 – June 26, 20222,333,969 294.96 2,332,673 5,848,043,676 
June 27, 2022 – July 31, 20222,905 293.49 — 5,848,043,676 
Total5,174,018 294.36 5,164,975 
—————
(1)These amounts include repurchases pursuant to our Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022, and our 1997 Omnibus Stock Incentive Plan (collectively, the “Plans”). Under the Plans, participants may surrender shares as payment of applicable tax withholding on the vesting of restricted stock. Participants in the Plans may also exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Shares so surrendered by participants in the Plans are repurchased pursuant to the terms of the Plans and applicable award agreement and not pursuant to publicly announced share repurchase programs.
(2)On May 20, 2021, our Board of Directors approved a $20.0 billion share repurchase authorization, of which $5.8 billion remained available as of July 31, 2022. On August 18, 2022, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the May 2021 authorization and does not have a prescribed expiration date.
SALES OF UNREGISTERED SECURITIES
During the second quarter of fiscal 2022, we issued 2,883 deferred stock units under The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of the SEC’s Regulation D thereunder. The deferred stock units were credited during the second quarter of fiscal 2022 to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the form of deferred stock units instead of cash. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan.
During the second quarter of fiscal 2022, we credited 1,093 deferred stock units to participant accounts under the Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan.
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Item 6. Exhibits.
Exhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the SEC, as indicated by the references in brackets. All other exhibits are filed or furnished herewith.
ExhibitDescription
*
[Form 10-Q filed on September 1, 2011, Exhibit 3.1]
*
[Form 8-K filed on March 4, 2019, Exhibit 3.2]
†
*†
[Form 8-K filed on May 24, 2022, Exhibit 10.1]
*†
[Form 8-K filed on May 24, 2022, Exhibit 10.2]
*†
[Form 8-K filed on May 24, 2022, Exhibit 10.3]
*†
[Form 8-K filed on May 24, 2022, Exhibit 10.4]
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
—————
† Management contract or compensatory plan or arrangement    

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE HOME DEPOT, INC.
(Registrant)
By:/s/ EDWARD P. DECKER
Edward P. Decker, Chief Executive Officer and President (Principal Executive Officer)
/s/ RICHARD V. MCPHAIL
Richard V. McPhail, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ STEPHEN L. GIBBS
Stephen L. Gibbs, Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
Date:August 22, 2022
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Exhibit 10.1
THE HOME DEPOT, INC.
OMNIBUS STOCK INCENTIVE PLAN
AS AMENDED AND RESTATED MAY 19, 2022

1.Purpose. The purpose of The Home Depot, Inc. Omnibus Stock Incentive Plan (the “Plan”) is to attract and retain employees and non-employee directors for The Home Depot, Inc. and its subsidiaries and to provide such persons with incentives and rewards for superior performance. The original effective date of the Plan, which was originally named the 2005 Omnibus Stock Incentive Plan, was May 26, 2005. The Plan was amended and restated effective February 28, 2013, without increasing the number of reserved shares pursuant to Section 3. Effective May 19, 2022, the Company amended and restated the Plan: (a) decreasing the number of reserved shares pursuant to Section 3, (b) extending the expiration date of the Plan until the tenth anniversary of the approval of the Plan by stockholders of the Company, (c) changing the name of the Plan from “The Amended and Restated 2005 Omnibus Stock Incentive Plan” to “The Omnibus Stock Incentive Plan” and (d) making certain other changes as reflected herein.
2.Definitions. As used in this Plan, the following terms shall be defined as set forth below:
2.1“Award” means any Option, Stock Appreciation Right, Restricted Share, Restricted Stock Unit, Deferred Share, Performance Share, Performance Unit or Other Stock-Based Award granted under the Plan.
2.2“Award Agreement” means an agreement, certificate, resolution or other form of writing or other evidence approved by the Committee which sets forth the terms and conditions of an Award. An Award Agreement may be in an electronic medium, may be limited to a notation on the Company’s books and records and, if approved by the Committee, need not be signed by a representative of the Company or a Participant.
2.3“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Stock Appreciation Right.
2.4“Board” means the Board of Directors of the Company.
2.5“Cause” means a finding by the Company that a Participant has (i) committed any felony or committed a misdemeanor involving theft or moral turpitude, (ii) committed any act or omission that constitutes neglect or misconduct with respect to their employment duties which results in economic harm to the Company, (iii) violated the Company’s code of conduct (including, but not limited to, policies prohibiting sexual harassment, discrimination, workplace violence, or threatened violence), (iv) violated any of the Company’s substance abuse, compliance or any other policies applicable to the Participant, which may be in effect at the time of the occurrence, or (v) breached any material provision of any offer letter, award agreement, employment, non-competition, intellectual property or other agreement, in effect at the time of the breach between the Participant and the Company or a Subsidiary.

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2.6“Change in Control” means and includes the occurrence of any one of the following events:
(i)any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“1934 Act”)), is or becomes the “beneficial owner” (as defined in the 1934 Act), directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) an acquisition directly from the Company, (B) an acquisition by the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, or (D) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below);
(ii)during any period of twelve (12) consecutive months, individuals who at the beginning of such period constituted the Board (the “Incumbent Directors”) cease, for any reason, to constitute at least a majority of the Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the Company’s proxy statement in which such individual was named as a nominee for election as a director, without objection to such nomination) shall be an Incumbent Director;
(iii)the consummation of (A) any reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company (other than an internal reorganization), or (B) the sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company (in either such case a “Transaction”), unless immediately following such Transaction: (x) all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Common Stock immediately prior to such Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power for the election of directors of the entity resulting from, or owning the assets so purchased in, such Transaction (the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Transaction, of the outstanding Common Stock, and (y) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Transaction (any Transaction that satisfies all of the criteria specified in (x) and (y) above shall be deemed to be a “Non-Qualifying Transaction”); or,
(iv)the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
2.7“Code” means the Internal Revenue Code of 1986, as amended from time to time.
2.8“Committee” means the committee of the Board described in Section 4.
2.9“Common Stock” means the common stock of the Company, $.05 par value per share.

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2.10“Company” means The Home Depot, Inc., a Delaware corporation, or any successor corporation.
2.11“Deferral Period” means the period of time during which Deferred Shares are subject to the deferral limitations under Section 8.
2.12“Deferred Shares” means an Award pursuant to Section 8 of the right to receive Shares at the end of a specified Deferral Period.
2.13“Effective Date” means the effective date of the Plan, May 19, 2022, upon its approval by the Company’s stockholders.
2.14“Employee” means any person, including an officer, employed by the Company or a Subsidiary or on a bona fide leave including a sick leave or military leave where such right of reemployment is guaranteed by contract or statute.
2.15“Fair Market Value” means the closing price for the Shares reported on a consolidated basis on the New York Stock Exchange on the relevant date or, if there were no sales on such date, the closing price on the nearest preceding date on which sales occurred.
2.16 “Grant Date” means the date specified by the Committee on which a grant of an Award shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto.
2.17“Incentive Stock Option” means any Option that is intended to qualify as an “incentive stock option” under Code Section 422 or any successor provision.
2.18“Non-employee Director” means a member of the Board who is not an Employee.
2.19“Nonqualified Stock Option” means an Option that is not intended to qualify as an Incentive Stock Option.
2.20“Option” means any option to purchase Shares granted under Section 5.
2.21“Optionee” means the person so designated in an agreement evidencing an outstanding Option.
2.22“Option Price” means the purchase price payable upon the exercise of an Option.
2.23“Other Stock-Based Award” means a right granted to a Participant pursuant to Section 10 that is valued by reference to, or relates to, Shares or other Awards relating to Shares.
2.24“Participant” means an Employee or Non-employee Director who is selected by the Committee to receive benefits under this Plan, provided that only Employees shall be eligible to receive grants of Incentive Stock Options.
2.25“Performance Objectives” means the performance objectives, metrics, goals, or targets established by the Committee pursuant to this Plan for Participants who have received Awards whose payment will be determined based upon the achievement of such performance objectives, metrics, goals, or targets. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or the Subsidiary, division, department or function within the Company or
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Subsidiary in which the Participant is employed. Performance Objectives may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.
2.26“Performance Period” means a period of time established under Section 9 within which the Performance Objectives relating to a Performance Share, Performance Unit, Deferred Shares or Restricted Shares are to be achieved.
2.27“Performance Share” means a bookkeeping entry that records the equivalent of one Share awarded pursuant to Section 9.
2.28“Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 9.
2.29“Restricted Shares” mean Shares granted under Section 7 subject to certain restrictions and a substantial risk of forfeiture.
2.30“Restricted Stock Units” means a right granted under Section 7 to receive Shares (or the equivalent value in cash if the Committee so provides) in the future, which right is subject to certain restrictions and a substantial risk of forfeiture.
2.31“Shares” means shares of the Common Stock of the Company, $.05 par value, or any security into which Shares may be converted by reason of any transaction or event of the type referred to in Section 12.
2.32“Spread” means, with respect to a Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such right is exercised exceeds the Base Price specified in such right.
2.33“Stock Appreciation Right” or “SAR” means a right granted under Section 6 for a Participant to receive from the Company the amount of the Spread, in Shares (or cash if the Committee so provides) at the time of the exercise of such right.
2.34“Subsidiary” means a corporation or other entity in which the Company has a direct or indirect ownership or other equity interest, provided that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation (within the meaning of the Code) in which the Company owns or controls directly or indirectly more than 50% of the total combined voting power represented by all classes of stock issued by such corporation at the time of such grant.

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3.Shares Available Under the Plan.
3.1Reserved Shares. Subject to adjustment as provided in Section 12, the maximum number of Shares that may be (i) issued or transferred upon the exercise of Options or Stock Appreciation Rights, (ii) awarded as Restricted Shares and released from substantial risk of forfeiture, (iii) issued or transferred in payment of Deferred Shares, Restricted Stock Units, Performance Units, Performance Shares, or Other Stock-Based Awards, or (iv) issued or transferred in payment of dividend equivalents paid with respect to Awards, in each case in respect of Awards made after the Effective Date shall not in the aggregate exceed 80,000,000 Shares, plus a number of Shares (not to exceed 10,000,000 underlying awards outstanding as of the Effective Date that thereafter terminate or expire unexercised or are cancelled, forfeited or lapse for any reason. Such Shares may be Shares of original issuance, Shares held in Treasury, or Shares that have been reacquired by the Company.
3.2Reduction Ratio. For purposes of Section 3.1, each Share issued or transferred pursuant to an Award other than an Option or Stock Appreciation Right shall reduce the number of Shares available for issuance under the Plan by 2.11 Shares.
3.3ISO Maximum. In no event shall the number of Shares issued upon the exercise of Incentive Stock Options exceed 20,000,000 Shares, subject to adjustment as provided in Section 12.
3.4Maximum Annual Grant to a Non-Employee Director. No Non-Employee Director may receive Awards in excess of $500,000 determined with respect to the Fair Market Value on the Grant Date, in any one calendar year, subject to adjustment as provided in Section 12.
3.5Share Counting Rules. Shares related to Awards, including Awards subject to the Reduction Ratio under Section 3.2 and dividend equivalents that pursuant to an Award are converted to additional Share units, shall reduce the reserved Shares under the Plan. Notwithstanding the previous sentence:
(i)To the extent that an Award is cancelled, terminates, expires, or is forfeited for any reason, including by reason of failure to meet time-based and/or performance-based vesting requirements, any unissued or forfeited Shares originally subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
(ii)Shares subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
(iii)The following Shares may not again be made available for issuance as Awards under the Plan: (a) Shares not issued or delivered as a result of the net settlement of an outstanding Option or Stock Appreciation Right, (b) Shares that are tendered or withheld in payment of all or part of the Option Price of an Option, Base Price of a Stock Appreciation Right, or other exercise price of an Award, or in satisfaction of tax withholding obligations, or (c) shares of Stock repurchased on the open market with the proceeds of the exercise price of an Option.
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(iv)Subject to applicable New York Stock Exchange or other exchange requirements, the Committee may grant Awards pursuant to the Plan in connection with the assumption, conversion, replacement or adjustment of outstanding equity-based awards in the event of a corporate acquisition or merger, to individuals who were not employees of the Company or its Subsidiaries immediately before such acquisition or merger. Shares covered by Awards granted pursuant to this paragraph shall not reduce the reserved Shares under the Plan.
4.Plan Administration.
4.1Board Committee Administration. This Plan shall be administered by a Committee appointed by the Board from among its members, provided that the full Board may at any time act as the Committee. The interpretation and construction by the Committee of any provision of this Plan or of any Award Agreement and any determination by the Committee pursuant to any provision of this Plan or any such agreement, notification or document, shall be final and conclusive. No member of the Committee shall be liable to any person for any such action taken or determination made in good faith.
4.2Committee Delegation. The Committee may delegate to one or more officers of the Company the authority to grant Awards to Participants who are not directors or executive officers of the Company, provided that the Committee shall have fixed the total number of Shares subject to such grants. Any such delegation shall be subject to the limitations of Section 157(c) of the Delaware General Corporation Law.
5.Options. The Committee may from time to time authorize grants to Participants of Options upon such terms and conditions as the Committee may determine in accordance with the following provisions:
5.1Number of Shares. Each grant shall specify the number of Shares to which it pertains.
5.2Option Price. Each grant shall specify an Option Price per Share, which shall not be less than the Fair Market Value per Share on the Grant Date.
5.3Consideration. Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent acceptable to the Company, (ii) nonforfeitable, unrestricted Shares owned by the Optionee which have an aggregate value at the time of exercise that is equal to the Option Price, (iii) any other legal consideration that the Committee may deem appropriate, including without limitation any form of consideration authorized under Section 5.4, on such basis as the Committee may determine in accordance with this Plan, or (iv) any combination of the foregoing.
5.4Cashless Exercise/Net Exercise. To the extent permitted by applicable law, any grant may provide for payment of the Option Price from (i) the proceeds of sale through a bank or broker of some or all of the Shares to which the exercise relates, or (ii) withholding of Shares from the Option based on the Fair Market Value of the Shares, in either case on the date of exercise. The Committee may provide in the Award Agreement (or thereafter in the case of a Nonqualified Stock Option) that an Option that is otherwise exercisable and has an Option Price that is less than the Fair Market Value of the Shares on the last day of its term will be automatically exercised on such last day by means of a “net exercise” entitling the Optionee to
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Shares equal to the intrinsic value of the Option on such exercise date, less the number of Shares required for the minimum required tax withholding.
5.5Performance-Based Options. Any grant of an Option or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.
5.6Vesting. Each Option grant may specify a period of continuous employment of the Optionee by the Company or any Subsidiary (or, in the case of a Non-Employee Director, service on the Board) that is necessary before the Options or installments thereof shall become exercisable, and any grant may specify the conditions for the earlier exercise of such rights in the event of a Change in Control of the Company or other similar transaction or event.
5.7Option Designation. Options granted under this Plan may be Incentive Stock Options, Nonqualified Stock Options or a combination of the foregoing, provided that only Nonqualified Stock Options may be granted to Non-Employee Directors. Each grant shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding any such designation, the terms of any Incentive Stock Option must comply with the requirements of Code Section 422. If all of the requirements of Code Section 422 are not met, the Option shall automatically become a Nonqualified Stock Option.
5.8Exercise Period. No Option granted under this Plan may be exercised more than ten years after the Grant Date.
5.9No Dividend Equivalents. No Option shall provide for dividends or dividend equivalents.
5.10Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.
6.Stock Appreciation Rights. The Committee may from time to time authorize grants to Participants of Stock Appreciation Rights upon such terms and conditions as the Committee may determine in accordance with the following provisions:
6.1Payment in Cash or Shares. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right may be paid by the Company in cash, Shares or any combination thereof.


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6.2Base Price. Each grant shall specify a Base Price per Share, which shall not be less than the Fair Market Value per Share on the Grant Date.
6.3Maximum SAR Payment. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right shall not exceed a maximum specified by the Committee on the Grant Date.
6.4Vesting. Any grant may specify (i) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable. Each grant may specify the conditions for the earlier exercise of such rights in the event of a Change in Control of the Company or other similar transaction or event.
6.5Performance-Based SARs. Any grant of a Stock Appreciation Right or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.
6.6Exercise Period. No Stock Appreciation Right granted under this Plan may be exercised more than ten years after the Grant Date.
6.7No Dividend Equivalents. No Stock Appreciation Right shall provide for dividends or dividend equivalents.
6.8Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.
7.Restricted Shares/Restricted Stock Units. The Committee may authorize grants to Participants of Restricted Shares and/or Restricted Stock Units upon such terms and conditions as the Committee may determine in accordance with the following provisions.
7.1Nature of Award. Each grant of Restricted Shares shall constitute an immediate transfer of the ownership of Shares to the Participant in consideration of the performance of services, subject to the “substantial risk of forfeiture” within the meaning of Code Section 83, and restrictions on transfer hereinafter referred to. Each grant of Restricted Stock Units shall constitute an unsecured promise to deliver Shares (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to a substantial risk of forfeiture.
7.2Consideration. Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that may be less than the Fair Market Value on the Grant Date.
7.3Dividends, Voting and Other Ownership Rights. Unless otherwise determined by the Committee, an award of Restricted Shares shall entitle the Participant to dividend, voting and other ownership rights during the period for which such substantial risk of forfeiture is to continue. Except as otherwise determined by the Committee, a Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units until such time as Shares are delivered in settlement of such Awards. Any grant of Restricted Stock Units may provide for payment of dividend equivalents. The Committee may on or after the Grant Date authorize the payment of dividend equivalents in cash or additional Shares on a current, deferred
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or contingent basis. In no event shall dividends or dividend equivalents with respect to Restricted Shares or Restricted Stock Units that are subject to performance-based vesting be paid or distributed until the performance-based vesting provisions of such Awards lapse. Any grant may require that any or all dividends, dividend equivalents or other distributions paid on the Restricted Shares or Restricted Stock Units during the period of such restrictions be automatically sequestered and reinvested on an immediate or deferred basis in additional Shares, which may be subject to the same restrictions as the underlying Award or such other restrictions as the Committee may determine.
7.4Restrictions on Transfer. Each grant of Restricted Shares shall provide that, during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Grant Date. Any grant of Restricted Shares or Restricted Stock Units may specify the conditions for the early vesting of such Award in the event of a Change in Control of the Company or other similar transaction or event.
7.5Performance-Based Restricted Shares and Restricted Share Units. Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.
7.6Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.
8.Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions:
8.1Deferred Compensation. Each grant shall constitute the agreement by the Company to issue or transfer Shares to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify.
8.2Consideration. Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that may be less than the Fair Market Value on the Grant Date.
8.3Deferral Period. Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Grant Date, and any grant or sale may specify the conditions for the earlier termination of such period in the event of a Change in Control of the Company or other similar transaction or event.
8.4Dividend Equivalents and Other Ownership Rights. During the Deferral Period, the Participant shall not have the right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such shares, but the Committee may on or after the Grant Date authorize the payment of dividend equivalents on such shares in cash or additional Shares on a current, deferred or contingent basis.

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8.5Performance Objectives. Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.
8.6Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.
9.Performance Shares and Performance Units. The Committee may authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions:
9.1Number of Performance Shares or Units. Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.
9.2Performance Period. The Performance Period with respect to each Performance Share or Performance Unit shall commence on the Grant Date, and any grant may specify the conditions for early termination in the event of a Change in Control of the Company or other similar transaction or event.
9.3Performance Objectives. Each grant shall specify the Performance Objectives relating to the Performance Shares or Performance Units. The Committee may provide at the time the Performance Objectives are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a Performance Period.
9.4Threshold Performance Objectives. Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.
9.5Payment of Performance Shares and Units. Each grant shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Company in cash, Shares or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect among those alternatives.
9.6Maximum Payment. Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the Grant Date. Any grant of Performance Units may specify that the amount payable, or the number of Shares issued, with respect thereto may not exceed maximums specified by the Committee on the Grant Date.


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9.7Dividend Equivalents. Any grant of Performance Shares or Performance Units may provide for the payment to the Participant of dividend equivalents thereon in cash or additional Shares on a current, deferred or contingent basis. No dividends or dividend equivalents shall be earned, paid or provided to a Participant with respect to an Award that is conditioned upon the attainment of one or more Performance Objectives until the Committee, or its designee, certifies that the specified Performance Objectives have been achieved.
9.8Adjustment of Performance Objectives. The Committee, with respect to any Award, may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement. In addition, the Committee has the right, in connection with any Award for which the grant, vesting or payment is conditioned upon the attainment of one or more Performance Objectives, to exercise negative discretion to determine that all or a portion of the Award actually earned, vested and/or payable shall be less than the portion that would be earned, vested or payable based solely upon application of the relevant Performance Objectives.
9.9Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.
10.Other Stock-Based Awards. The Committee may, consistent with the Plan and any limitations pursuant to applicable law, grant to Participants Other Stock-Based Awards on such terms and conditions as determined by the Committee.
11.Transferability.
11.1Transfer Restrictions on Awards. Except as provided in Section 11.2, no Award granted under this Plan shall be transferable by a Participant other than by will, by beneficiary designation, or the laws of descent and distribution, and Options and Stock Appreciation Rights shall be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity, by his or her guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt to transfer an Award in violation of this Plan shall render such Award null and void.
11.2Limited Transfer Rights. The Committee may expressly provide in an Award Agreement (or an amendment to an Award Agreement) that a Participant may transfer such Award (other than an Incentive Stock Option), in whole or in part, to a spouse or lineal descendant (a “Family Member”), a trust for the exclusive benefit of Family Members, a partnership or other entity in which all the beneficial owners are Family Members, or any other entity affiliated with the Participant that may be approved by the Committee, but no such transfer shall be (i) a transfer for value, or (ii) a transfer to a third-party financial institution. Subsequent transfers of Awards shall be prohibited except in accordance with this Section 11.2. All terms and conditions of the Award, including provisions relating to the termination of the Participant’s employment or service with the Company or a Subsidiary, shall continue to apply following a transfer made in accordance with this Section 11.2.
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11.3Transfer Restrictions on Shares. Any Award made under this Plan may provide that all or any part of the Shares that are (i) to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Shares, Performance Units or Other Stock-Based Awards, or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 7, shall be subject to further restrictions upon transfer.
11.4Beneficiaries. The Committee may permit a Participant to designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan, any applicable Award Agreement, and to any additional conditions deemed appropriate by the Committee. If no beneficiary has been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate.
12.Adjustments. In the event of any stock dividend, stock split, spinoff, rights offering, extraordinary cash dividend, combination or exchange of Shares, recapitalization or other change in the capital structure of the Company constituting an “equity restructuring” within the meaning of U.S. generally accepted accounting principles, the Committee shall make or provide for such adjustments in the (a) number of Shares that may be issued under the Plan and number of Shares covered by outstanding Awards granted hereunder, (b) prices per share applicable to outstanding Options and Stock Appreciation Rights granted hereunder, and (c) kind of Shares (including shares of another issuer) that may be issued under the Plan and that are covered by outstanding Awards granted hereunder, as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants. In the event of any merger, consolidation or any other corporate transaction or event having a similar effect, the Committee in its sole discretion may take any action described in the preceding sentence, and, moreover, it may (i) provide in substitution for any or all outstanding Awards under this Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced, (ii) provide that Awards will be settled in cash rather than Shares, (iii) provide, in the event that Awards are not substituted or settled in cash, that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after a designated period of time to the extent not then exercised, (iv) provide that Performance Objectives and Performance Periods for Awards for which the grant, vesting or payment is conditioned upon the attainment of one or more Performance Objectives will be modified, or (v) any combination of the foregoing. The Committee shall also make or provide for such adjustments in each of the limitations specified in Section 3 as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 12. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.
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13.Effect of a Change in Control on Awards Issued After the Effective Date.
13.1Awards Assumed or Substituted by Surviving Entity. With respect to Awards that are both (a) issued after the Effective Date and (b) assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with a Change in Control: if within 12 months after the effective date of the Change in Control, a Participant’s employment is terminated without Cause, then (i) all of that Participant’s outstanding Options, SARs and other Awards in the nature of rights that may be exercised shall become fully exercisable, (ii) all time-based vesting restrictions on his or her outstanding Awards shall lapse, and (iii) the payout level under all of that Participant’s outstanding performance-based Awards shall be determined and deemed to have been achieved as follows: (i) the number of performance-based Awards that would have been earned based on actual achievement of the performance goals, measured as if the date of the Change in Control was the last day of the performance period, and prorated based on the ratio of the number of days during the performance period before the Change in Control to the total number of days in the performance period absent the Change in Control; plus (ii) the number of performance-based Awards that would have been earned assuming achievement at the “target” level and prorated based on the ratio of the number of days during the performance period after the Change in Control to the total number of days in the performance period absent the Change in Control, and, in each such case, there shall be a payout to such Participant within ninety (90) days following the date of termination of employment (unless a later date is required by Section 22.2 hereof). Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonqualified Stock Options.
13.2Awards not Assumed or Substituted by Surviving Entity. With respect to Awards that are both (a) issued after the Effective Date and (b) not assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with a Change in Control: (i) outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse, and (iii) the payout level under outstanding performance-based Awards shall be determined and deemed to have been achieved as follows: (i) the number of performance-based Awards that would have been earned based on actual achievement of the performance goals, measured as if the date of the Change in Control was the last day of the performance period, and prorated based on the ratio of the number of days during the performance period before the Change in Control to the total number of days in the performance period absent the Change in Control; plus (ii) the number of performance-based Awards that would have been earned assuming achievement at the “target” level and prorated based on the ratio of the number of days during the performance period after the Change in Control to the total number of days in the performance period absent the Change in Control, and, in each such case, there shall be a payout to Participants within ninety (90) days following the Change in Control (unless a later date is required by Section 22.2 hereof). Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonqualified Stock Options.
14.Fractional Shares. The Company shall not be required to issue any fractional Shares pursuant to this Plan. The Committee may provide for the elimination of fractions by
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rounding up or down or for the settlement thereof in cash.
15.Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of all such taxes required to be withheld. At the discretion of the Committee, such arrangements may include relinquishment of a portion of such payment or benefit. Any excise taxes due in the event of vesting or payment following a Change in Control shall be the responsibility of the affected Participant and in no event shall the Company provide a gross-up of such excise taxes.
16.Certain Terminations of Employment, Hardship and Approved Leaves of Absence. Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment by reason of death, disability, normal retirement, early retirement with the consent of the Company or leave of absence approved by the Company, or in the event of hardship or other special circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not immediately and fully exercisable, any Restricted Shares or Restricted Stock Units as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred Shares as to which the Deferral Period is not complete, any Performance Shares or Performance Units that have not been fully earned, any Shares that are subject to any transfer restriction pursuant to Section 11.3, or any Other Stock-Based Award that is not vested, the Committee may in its sole discretion take any action that it deems to be equitable under the circumstances or in the best interests of the Company, including, without limitation, waiving or modifying any limitation or requirement with respect to any Award under this Plan. Notwithstanding any provisions of this Section 16, the Committee’s exercise of its discretion under this Section shall not cause any Award that constitutes Non-Exempt Deferred Compensation, as defined in Section 22.4, to be subject to accelerated taxation and/or tax penalties under Code Section 409A.
17.Foreign Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by or perform services for the Company or any Subsidiary outside of the United States of America, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose, provided that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.
18.Grants to Non-Employee Directors. Awards to Non-Employee Directors shall be made pursuant to a policy or program approved by the Committee from time to time, and other than Awards made pursuant to such policy or program, there shall be no discretionary grants made to Non-Employee Directors.

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19.Amendments and Other Matters.
19.1Plan Amendments. This Plan may be amended from time to time by the Board, but no such amendment shall increase any of the limitations specified in Section 3, other than to reflect an adjustment made in accordance with Section 12, without the further approval of the stockholders of the Company. The Board may condition any amendment on the approval of the stockholders of the Company if such approval is necessary or deemed advisable with respect to the applicable listing or other requirements of any securities exchange or other applicable laws, policies or regulations.
19.2Award Deferrals. The Committee may permit Participants to elect to defer the issuance of Shares or the settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and to the extent that such deferral shall not subject any Award to accelerated taxation and/or tax penalties under Code Section 409A. In the case of an award of Restricted Shares, the deferral may be effected by the Participant’s agreement to forego or exchange his or her award of Restricted Shares and receive an award of Deferred Shares. The Committee also may provide that deferred settlements include the payment or crediting of interest on the deferral amounts, or the payment or crediting of dividend equivalents where the deferral amounts are denominated in Shares.
19.3Conditional Awards. The Committee may condition the grant of any award or combination of Awards under the Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or any Subsidiary to the Participant.
19.4Repricing Prohibited. Except as otherwise provided in Section 12, without the prior approval of the stockholders of the Company: (i) the Option Price or Base Price of an Option or Stock Appreciation Right may not be reduced, directly or indirectly, (ii) an Option or Stock Appreciation Right may not be cancelled in exchange for cash, other Awards, or Options or Stock Appreciation Rights with an Option Price or Base Price that is less than the Option Price or Base Price of the original Option or Stock Appreciation Right, or otherwise, and (iii) the Company may not repurchase an Option or Stock Appreciation Right for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or Stock Appreciation Right is lower than the Option Price or Base Price per share of the Option or Stock Appreciation Right.
19.5No Employment Right. This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary and shall not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any Participant’s employment or other service at any time. In consideration of any Award granted under this Plan, any Participant who is an executive officer, as defined by Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, agrees that all Awards are subject to applicable clawback policies that shall be adopted by the Committee and described in the Company’s Corporate Governance Guidelines, from time to time.
19.6Tax Qualification. To the extent that any provision of this Plan would prevent any Option that was intended to qualify under particular provisions of the Code from so qualifying, such provision of this Plan shall be null and void with respect to such Option,
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provided that such provision shall remain in effect with respect to other Options, and there shall be no further effect on any provision of this Plan.
19.7Share Trading Restrictions. All Shares issuable under the Plan are subject to any stop-transfer order and other restrictions as the Committee deems necessary or advisable to comply with federal, state or foreign securities laws, rules and regulations and the rules of any securities exchange on which the Shares are listed, quoted or traded.
20.Termination. This Plan shall terminate on May 19, 2032 or the tenth anniversary of the date upon which it is approved by the stockholders of the Company, and no Award shall be granted after that date.
21.Limitations Period. Any person who believes he or she is being denied any benefit or right under the Plan may file a written claim with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its designated agent, will notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within ninety (90) days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s decision is final and conclusive and binding on all persons. No lawsuit relating to the Plan may be filed before a written claim is filed with the Committee and is denied or deemed denied, and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.
22.Code Section 409A.
22.1General. To the extent applicable, it is intended that the Plan comply with or be exempt from the requirements of Code Section 409A and any related regulations or other guidance promulgated thereunder. Accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance with Code Section 409A, and if any provision of the Plan or any term or condition of any Award would otherwise conflict with this intent, the provision, term or condition will be interpreted or deemed amended so as to avoid this conflict. Any reservation of rights or any discretion reserved to the Committee or the Company regarding the timing of a payment of any Award subject to Code Section 409A will only be as broad as is permitted by Code Section 409A.
22.2Separation from Service and Separate Payments. Notwithstanding anything herein or in any Award Agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided to a Participant during the six-month period immediately following the Participant’s separation from service (within the meaning of Code Section 409A) shall instead be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or death, if earlier). In addition, if the Participant is entitled to a series of installment payments, each amount to be paid to a Participant pursuant to the Plan or any Award Agreement shall be construed as a separately identified payment for purposes of Code Section 409A.


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22.3Other. Employees and non-employee directors of any Subsidiary of the Company may be granted Options or Stock Appreciation Rights only if the Subsidiary qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the regulations under Code Section 409A. Notwithstanding the foregoing provisions of this Section 22, the tax treatment of the payments or benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Subsidiaries nor any of their respective directors, officers, employees or advisors (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
22.4Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Code Section 409A (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable under the Plan or any Award Agreement by reason of the occurrence of a change in control, or the Participant’s disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, unless the circumstances giving rise to such change in control, disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Code Section 409A and the applicable regulations.
22.5Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of termination of the Participant’s employment, failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Code Section 409A, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.
22.6Permitted Acceleration. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. Section 1.409A.
23.Governing Law. The validity, construction and effect of this Plan and any Award hereunder will be determined in accordance with (i) the Delaware General Corporation Law, and (ii) to the extent applicable, other laws (including those governing contracts) of the State of Georgia.


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Exhibit 15.1
ACKNOWLEDGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
The Home Depot, Inc.:

We acknowledge our awareness of the use of our report dated August 22, 2022 related to our review of interim financial information included within the Quarterly Report on Form 10-Q of The Home Depot, Inc. for the three-month and six-month periods ended July 31, 2022, and incorporated by reference in the following Registration Statements:
DescriptionRegistration
Statement Number
Form S-3
Depot Direct stock purchase program333-249732
Debt securities333-259121
Form S-8
The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan333-61733
The Home Depot Canada Registered Retirement Savings Plan333-38946
The Home Depot, Inc. Restated and Amended Employee Stock Purchase Plan333-151849
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 Agreement333-56722
The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan
333-125331
The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan333-153171
The Home Depot FutureBuilder and The Home Depot FutureBuilder for Puerto Rico
333-125332

Pursuant to Rule 436 under the Securities Act of 1933 (“the Act”), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.
/s/ KPMG LLP
Atlanta, Georgia
August 22, 2022

Exhibit 31.1
CERTIFICATION
I, Edward P. Decker, certify that:
 
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.
 
Date: August 22, 2022
 
/s/ Edward P. Decker    
Edward P. Decker
Chief Executive Officer and President

Exhibit 31.2
CERTIFICATION
I, Richard V. McPhail, certify that:
 
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.
 
Date: August 22, 2022
 
/s/ Richard V. McPhail     
Richard V. McPhail
Executive Vice President and Chief Financial Officer

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Home Depot, Inc. (the “Company”) on Form 10-Q (“Form 10-Q”) for the period ended July 31, 2022 as filed with the Securities and Exchange Commission, I, Edward P. Decker, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
(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/ Edward P. Decker
Edward P. Decker
Chief Executive Officer and President
August 22, 2022

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Home Depot, Inc. (the “Company”) on Form 10-Q (“Form 10-Q”) for the period ended July 31, 2022 as filed with the Securities and Exchange Commission, I, Richard V. McPhail, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
(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/ Richard V. McPhail     
Richard V. McPhail
Executive Vice President and Chief Financial Officer
August 22, 2022