10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 30, 2017

- 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

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 Number)
2455 Paces Ferry Road, Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

(770) 433-8211

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x 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 x	Accelerated filer ¨	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	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 x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

1,178,817,584 shares of common stock, $0.05 par value, as of August 15, 2017

THE HOME DEPOT, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

		Page
Part I. Financial Information
Item 1.	Financial Statements
	CONSOLIDATED BALANCE SHEETS— As of July 30, 2017 and January 29, 2017	3
	CONSOLIDATED STATEMENTS OF EARNINGS— Three and Six Months Ended July 30, 2017 and July 31, 2016	4
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME— Three and Six Months Ended July 30, 2017 and July 31, 2016	5
	CONSOLIDATED STATEMENTS OF CASH FLOWS— Six Months Ended July 30, 2017 and July 31, 2016	6
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7
	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
Part II.	Other Information
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 6.	Exhibits	18
Signatures		19
Index to Exhibits		20

2

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

amounts in millions, except share and per share data	July 30, 2017			January 29, 2017
ASSETS
Current Assets:
Cash and Cash Equivalents	$	4,830		$	2,538
Receivables, net	2,187			2,029
Merchandise Inventories	12,868			12,549
Other Current Assets	626			608
Total Current Assets	20,511			17,724
Property and Equipment, at cost	41,405			40,426
Less Accumulated Depreciation and Amortization	19,370			18,512
Net Property and Equipment	22,035			21,914
Goodwill	2,235			2,093
Other Assets	1,178			1,235
Total Assets	$	45,959		$	42,966
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-Term Debt	$	—		$	710
Accounts Payable	8,541			7,000
Accrued Salaries and Related Expenses	1,503			1,484
Sales Taxes Payable	711			508
Deferred Revenue	1,931			1,669
Income Taxes Payable	329			25
Current Installments of Long-Term Debt	545			542
Other Accrued Expenses	2,263			2,195
Total Current Liabilities	15,823			14,133
Long-Term Debt, excluding current installments	24,422			22,349
Other Long-Term Liabilities	1,923			1,855
Deferred Income Taxes	237			296
Total Liabilities	42,405			38,633
STOCKHOLDERS’ EQUITY
Common Stock, par value $0.05; authorized: 10 billion shares; issued: 1.779 billion shares at July 30, 2017 and 1.776 billion shares at January 29, 2017; outstanding: 1.181 billion shares at July 30, 2017 and 1.203 billion shares at January 29, 2017	89			88
Paid-In Capital	9,958			9,787
Retained Earnings	38,073			35,519
Accumulated Other Comprehensive Loss	(482		)	(867		)
Treasury Stock, at cost, 598 million shares at July 30, 2017 and 573 million shares at January 29, 2017	(44,084		)	(40,194		)
Total Stockholders’ Equity	3,554			4,333
Total Liabilities and Stockholders’ Equity	$	45,959		$	42,966

See accompanying Notes to Consolidated Financial Statements.

3

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

	Three Months Ended						Six Months Ended
amounts in millions, except per share data	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
NET SALES	$	28,108		$	26,472		$	51,995		$	49,234
Cost of Sales	18,647			17,545			34,380			32,516
GROSS PROFIT	9,461			8,927			17,615			16,718
Operating Expenses:
Selling, General and Administrative	4,549			4,388			8,910			8,669
Depreciation and Amortization	449			436			893			869
Total Operating Expenses	4,998			4,824			9,803			9,538
OPERATING INCOME	4,463			4,103			7,812			7,180
Interest and Other (Income) Expense:
Interest and Investment Income	(16		)	(8		)	(29		)	(15		)
Interest Expense	265			236			519			480
Interest and Other, net	249			228			490			465
EARNINGS BEFORE PROVISION FOR INCOME TAXES	4,214			3,875			7,322			6,715
Provision for Income Taxes	1,542			1,434			2,636			2,471
NET EARNINGS	$	2,672		$	2,441		$	4,686		$	4,244
Basic Weighted Average Common Shares	1,183			1,235			1,191			1,242
BASIC EARNINGS PER SHARE	$	2.26		$	1.98		$	3.93		$	3.42
Diluted Weighted Average Common Shares	1,189			1,240			1,197			1,247
DILUTED EARNINGS PER SHARE	$	2.25		$	1.97		$	3.91		$	3.40
Dividends Declared per Share	$	0.89		$	0.69		$	1.78		$	1.38

See accompanying Notes to Consolidated Financial Statements.

4

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended					Six Months Ended
amounts in millions	July 30, 2017		July 31, 2016			July 30, 2017			July 31, 2016
NET EARNINGS	$	2,672	$	2,441		$	4,686		$	4,244
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	419		(192		)	389			117
Cash Flow Hedges, net of tax	22		(9		)	(3		)	2
Other	—		1			(1		)	1
Total Other Comprehensive Income (Loss)	441		(200		)	385			120
COMPREHENSIVE INCOME	$	3,113	$	2,241		$	5,071		$	4,364

See accompanying Notes to Consolidated Financial Statements.

5

THE HOME DEPOT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
amounts in millions	July 30, 2017			July 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings	$	4,686		$	4,244
Reconciliation of Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization	1,015			978
Stock-Based Compensation Expense	148			133
Changes in Assets and Liabilities, net of the effects of acquisitions:
Receivables, net	(96		)	(91		)
Merchandise Inventories	(188		)	(495		)
Other Current Assets	—			(38		)
Accounts Payable and Accrued Expenses	1,714			1,773
Deferred Revenue	254			94
Income Taxes Payable	299			389
Deferred Income Taxes	(79		)	(86		)
Other, net	109			(24		)
Net Cash Provided by Operating Activities	7,862			6,877
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures	(846		)	(697		)
Payments for Business Acquired, net	(268		)	—
Proceeds from Sales of Property and Equipment	23			23
Net Cash Used in Investing Activities	(1,091		)	(674		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Short-Term Debt, net	(710		)	(350		)
Proceeds from Long-Term Debt, net of discounts	1,994			2,989
Repayments of Long-Term Debt	(21		)	(3,023		)
Repurchases of Common Stock	(3,921		)	(2,441		)
Proceeds from Sales of Common Stock	137			121
Cash Dividends Paid to Stockholders	(2,130		)	(1,718		)
Other Financing Activities	2			1
Net Cash Used in Financing Activities	(4,649		)	(4,421		)
Change in Cash and Cash Equivalents	2,122			1,782
Effect of Exchange Rate Changes on Cash and Cash Equivalents	170			20
Cash and Cash Equivalents at Beginning of Period	2,538			2,216
Cash and Cash Equivalents at End of Period	$	4,830		$	4,018

See accompanying Notes to Consolidated Financial Statements.

6

THE HOME DEPOT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Consolidated Financial Statements of The Home Depot, Inc. and Subsidiaries (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 U.S. generally accepted accounting principles ("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 statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 29, 2017, as filed with the Securities and Exchange Commission on March 23, 2017 (the "2016 Form 10-K").

Valuation Reserves

As of July 30, 2017 and January 29, 2017, the valuation allowances for Merchandise Inventories and uncollectible Receivables were not material.

Recent Accounting Pronouncements

There have been no material changes to the Company’s position regarding recent accounting pronouncements pending adoption as disclosed in the 2016 Form 10-K, except as set forth below.

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In addition, ASU No. 2014-09 requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU No. 2014-09 supersedes most existing U.S. GAAP revenue recognition principles, and it permits the use of either the retrospective or modified retrospective transition method. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods.

The Company continues to evaluate the effect that ASU No. 2014-09 will have on its Consolidated Financial Statements and related disclosures and controls. Based on its preliminary assessment, the Company has determined that the adoption of ASU No. 2014-09 could impact the timing of revenue recognition through its services, gift card and various incentive programs. ASU No. 2014-09 will impact the Company’s method of recognizing gift card breakage income, which is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage. The Company is also evaluating the principal versus agent considerations as it relates to certain arrangements with third parties that could impact the presentation of gross or net revenue reporting. Other areas which could be impacted may be identified as the Company continues its evaluation of ASU No. 2014-09. The Company plans to adopt ASU No. 2014-09 on January 29, 2018 using the modified retrospective transition method.

Recent accounting pronouncements pending adoption not discussed above or in the 2016 Form 10-K are either not applicable or will not have or are not expected to have a material impact on the Company.

2. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

On January 30, 2017, the Company adopted ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". Upon adoption of this update, all excess tax benefits or deficiencies related to share-based payment awards are recognized in the provision for income taxes in the period in which they occur. Previously these amounts were reflected in paid-in capital. In addition, upon adoption these amounts are classified as an operating activity in the consolidated statements of cash flows in the period in which they occur. Previously, these amounts were reflected as a financing activity. Cash paid by the Company to tax authorities when directly withholding shares for tax withholding purposes will continue to be classified as a financing activity in the consolidated statements of cash flows. Stock-based compensation expense will continue to reflect estimated forfeitures of share-based awards. The Company has adopted the applicable provisions of ASU No. 2016-09 prospectively.

7

THE HOME DEPOT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As a result of the adoption of ASU No. 2016-09, the Company recognized $20 million and $85 million of excess tax benefits related to share-based payment awards in its provision for income taxes during the second quarter and first six months of fiscal 2017, respectively. The recognition of these benefits contributed $0.02 and $0.07 to Diluted Earnings per Share for the second quarter and first six months of fiscal 2017, respectively.

3. LONG-TERM DEBT

In June 2017, the Company issued $500 million of floating rate senior notes due June 5, 2020 (the "2020 floating rate notes"); $750 million of 1.80% senior notes due June 5, 2020 (the "2020 notes") at a discount of $1 million; and $750 million of 3.90% senior notes due June 15, 2047 (the "2047 notes") at a discount of $5 million (together, the “June 2017 issuance”). The 2020 floating rate notes bear interest at a variable rate determined quarterly equal to the three-month London Interbank Offered Rate ("LIBOR") plus 15 basis points. Interest on the 2020 floating rate notes is due quarterly on March 5, June 5, September 5, and December 5 of each year, beginning September 5, 2017. Interest on the 2020 notes is due semi-annually on June 5 and December 5 of each year, beginning December 5, 2017. Interest on the 2047 notes is due semi-annually on June 15 and December 15 of each year, beginning December 15, 2017. Interest payments for the 2020 notes and 2047 notes will include accrued interest from and including June 5, 2017. The $6 million discount associated with the 2020 notes and the 2047 notes is being amortized over the term of the notes using the effective interest rate method. Issuance costs of $12 million associated with the June 2017 issuance were recorded as a direct deduction to the senior notes and are being amortized over the term of the notes. The net proceeds of the June 2017 issuance will be used for general corporate purposes, including repurchases of the Company's common stock.

All of the Company's senior notes, other than its outstanding floating rate notes, may be redeemed by the Company at any time, in whole or in part, at the redemption price plus accrued interest up to the redemption date. 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, as defined in the respective notes. Additionally, if a Change in Control Triggering Event occurs, as defined in the notes, holders of all notes have the right to require the Company to redeem those notes at 101% of the aggregate principal amount of the notes plus accrued interest up to the redemption date. The Company is generally not limited under the indentures governing the notes in its ability to incur additional indebtedness or required to maintain financial ratios or specified levels of net worth or liquidity. The indentures governing the notes contain various customary covenants; however, none are expected to impact the Company's liquidity or capital resources.

4. ACCELERATED SHARE REPURCHASE AGREEMENTS

The Company enters into Accelerated Share Repurchase ("ASR") agreements from time to time with third-party financial institutions to repurchase shares of the Company’s common stock. Under an ASR agreement, the Company pays a specified amount to the financial institution and receives an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that the Company may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares, with the final number of shares delivered determined with reference to the volume weighted average price per share of the Company’s common stock over the term of the ASR agreement, less a negotiated discount. The transactions are accounted for as equity transactions and are included in Treasury Stock when the shares are received, at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

The Company entered into an ASR agreement during the second quarter of fiscal 2017. The terms of the ASR agreement, which follow the structure outlined above, were as follows (amounts in millions):

Agreement Date	Settlement Date	Amount		Initial Shares Delivered	Additional Shares Delivered	Total Shares Delivered
Q2 2017	Q2 2017	$	1,650	9.7	1.1	10.8

8

THE HOME DEPOT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. FAIR VALUE MEASUREMENTS

The carrying amount of Cash and Cash Equivalents, Receivables and Accounts Payable reported in the Company's Consolidated Balance Sheets approximates fair value due to their short-term maturities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets and liabilities, if any, of the Company that are measured at fair value on a recurring basis:

amounts in millions	Fair Value at July 30, 2017 Using						Fair Value at January 29, 2017 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative agreements - assets	$	—	$	208	$	—	$	—	$	271	$	—

The Company uses derivative financial instruments from time to time in the management of its interest rate exposure on certain Long-Term Debt and its exposure to foreign currency fluctuations.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Long-lived assets were analyzed for impairment on a nonrecurring basis using fair value measurements with unobservable inputs (level 3). Impairment charges related to long-lived assets in the first six months of fiscal 2017 and 2016 were not material.

The aggregate fair and carrying values of the Company's senior notes were as follows:

amounts in millions	July 30, 2017				January 29, 2017
	Fair Value (Level 1)		Carrying Value		Fair Value (Level 1)		Carrying Value
Senior notes	$	26,194	$	24,005	$	23,620	$	22,013

6. BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES

The following table presents the reconciliation of basic to diluted weighted average common shares as well as the effect of anti-dilutive securities excluded from diluted weighted average common shares:

	Three Months Ended		Six Months Ended
amounts in millions	July 30, 2017	July 31, 2016	July 30, 2017	July 31, 2016
Basic Weighted Average Common Shares	1,183	1,235	1,191	1,242
Effect of potentially dilutive securities - stock plans	6	5	6	5
Diluted Weighted Average Common Shares	1,189	1,240	1,197	1,247

Effect of anti-dilutive securities excluded from diluted weighted average common shares 1 1 1 1

9

THE HOME DEPOT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7. COMMITMENTS AND CONTINGENCIES

Data Breach

As previously reported, in the third quarter of fiscal 2014, the Company confirmed that its payment data systems were breached, which potentially impacted customers who used payment cards at self-checkout systems in the Company’s U.S. and Canadian stores (the "Data Breach"). Since the end of fiscal 2016, there have been no material changes with respect to the Data Breach, except as discussed below.

As reported in the 2016 Form 10-K, in the first quarter of fiscal 2017, the Company agreed to settlement terms that, upon approval of the court, will resolve and dismiss the claims asserted in the financial institutions class actions. In addition, in the first quarter of fiscal 2017, the parties to the two purported shareholder derivative actions agreed to settlement terms that, upon approval of the court, will resolve and dismiss the claims asserted in those actions.

As of the end of the first quarter of fiscal 2017, the Company has resolved the most significant claims relating to the Data Breach, and there were no material changes during the first six months of fiscal 2017 to the Company’s loss contingency assessment relating to any remaining matters. The Company does not believe that the ultimate amounts paid with respect to any remaining matters will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows in future periods.

10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

The Home Depot, Inc.:

We have reviewed the Consolidated Balance Sheet of The Home Depot, Inc. and subsidiaries as of July 30, 2017, the related Consolidated Statements of Earnings and Comprehensive Income for the three-month and six-month periods ended July 30, 2017 and July 31, 2016, and the related Consolidated Statements of Cash Flows for the six-month periods ended July 30, 2017 and July 31, 2016. These Consolidated Financial Statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of 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 Public Company Accounting Oversight Board (United States), 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.

Based on our reviews, we are not aware of any material modifications that should be made to the Consolidated Financial Statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheet of The Home Depot, Inc. and subsidiaries as of January 29, 2017, and the related Consolidated Statements of Earnings, Comprehensive Income, Stockholders' Equity, and Cash Flows for the year then ended (not presented herein); and in our report dated March 23, 2017, 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 29, 2017, is fairly stated, in all material respects, in relation to the Consolidated Balance Sheet from which it has been derived.

/s/ KPMG LLP

Atlanta, Georgia

August 21, 2017

11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Certain statements contained herein regarding our future performance constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to, among other things, the demand for our products and services; net sales growth; comparable store sales; effects of competition; state of the economy; state of the residential construction, housing and home improvement markets; state of the credit markets, including mortgages, home equity loans and consumer credit; demand for credit offerings; inventory and in-stock positions; implementation of store, interconnected retail, supply chain and technology initiatives; management of relationships with our suppliers and vendors; the impact and expected outcome of investigations, inquiries, claims and litigation, including those related to the data breach we discovered in the third quarter of fiscal 2014 (the "Data Breach"); issues related to the payment methods we accept; continuation of share repurchase programs; net earnings performance; earnings per share; dividend targets; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; stock-based compensation expense; commodity price inflation and deflation; the ability to issue debt on terms and at rates acceptable to us; the effect of accounting charges; the effect of adopting certain accounting standards; store openings and closures; financial outlook; and the integration of acquired companies into our organization and the ability to recognize the anticipated synergies and 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 or are currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from 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. 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 in this report, 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 periodic filings with the Securities and Exchange Commission ("SEC").

EXECUTIVE SUMMARY AND SELECTED FINANCIAL AND OPERATING DATA

Net Sales increased6.2% to $28.1 billion for the second quarter of fiscal 2017 from $26.5 billion for the second quarter of fiscal 2016. For the first six months of fiscal 2017, Net Sales increased5.6% to $52.0 billion from $49.2 billion for the first six months of fiscal 2016. Our total comparable store sales increased 6.3% for the second quarter of fiscal 2017, driven by a 3.6% increase in our comparable store average ticket and a 2.6% increase in our comparable store customer transactions. Comparable store sales for our U.S. stores increased 6.6% for the second quarter of fiscal 2017. For the first six months of fiscal 2017, our total comparable store sales increased 6.0% and comparable store sales for our U.S. stores increased 6.3%.

For the second quarter of fiscal 2017, we reported Net Earnings of $2.7 billion and Diluted Earnings per Share of $2.25 compared to Net Earnings of $2.4 billion and Diluted Earnings per Share of $1.97 for the second quarter of fiscal 2016. For the first six months of fiscal 2017, we reported Net Earnings of $4.7 billion and Diluted Earnings per Share of $3.91 compared to Net Earnings of $4.2 billion and Diluted Earnings per Share of $3.40 for the first six months of fiscal 2016.

Results for the second quarter and first six months of fiscal 2017 included benefits of $20 million and $85 million, respectively, to our Provision for Income Taxes for share-based payment awards resulting from the adoption of ASU No. 2016-09 in the first quarter of fiscal 2017. This benefit contributed $0.02 and $0.07 to Diluted Earnings per Share for the second quarter and first six months of fiscal 2017, respectively. See Note 2 to the Consolidated Financial Statements included in this report.

In the second quarter and first six months of fiscal 2017, we continued to focus on the following:

Customer Experience – Customer experience is anchored on the principles of putting customers first and taking care of our associates, and our commitment to customer service remains strong. In the first six months of fiscal 2017, we continued to invest in our digital platforms, including content, website improvements, and the mobile experience to provide a frictionless interconnected experience online, while also remaining focused on improving the interconnected experience in the store. Sales from our online channels increased 23.3% for the second quarter of fiscal 2017 compared to the same period last year, and represented 6.4% of our total Net Sales. For the first six months of fiscal 2017, sales from our online channels increased 23.1%

12

compared to the same period last year, and represented 6.5% of our total Net Sales. We are also focused on being a valued partner to our professional customers by offering solutions in the store and at the jobsite that help them effectively manage their businesses. For example, during the second quarter of fiscal 2017, we completed the acquisition of Compact Power Equipment, Inc. ("Compact Power"), a leading national provider of equipment rental and maintenance services, to enhance our portfolio of service offerings to our professional customers. Also in the first six months of fiscal 2017, we completed the roll out of Interline Brands, Inc.'s ("Interline") product catalog to our stores and continued the roll out of the capability to accept payment in our stores that is linked to existing Interline customer accounts.

Product Authority – Product authority is facilitated by our merchandising transformation and portfolio strategy, which is focused on delivering product innovation, assortment and value. We strive to be the leader in product authority, connecting products and services to the needs of our customers. In the first six months of fiscal 2017, our merchants continued to collaborate with our suppliers to introduce a wide range of innovative new products to our do-it-yourself, do-it-for-me and professional customers, while remaining focused on offering everyday values in our stores and online.

Productivity and Efficiency Driven by Capital Allocation – We drive productivity and efficiency through continuous operational improvement in our stores and supply chain. Further, our disciplined capital allocation builds shareholder value through higher returns on invested capital and total value returned to shareholders in the form of dividends and share repurchases. In the first six months of fiscal 2017, we continued to optimize the flow of products from suppliers to shelves and to our customers’ locations through Project Sync. This multi-year supply chain program is designed to create an end-to-end solution that will benefit all participants in our supply chain. We plan to continue to innovate our business model and value chain to support our productivity cycle and enhance overall value for customers throughout the year.

In February 2017, our Board of Directors increased our targeted dividend payout ratio to 55% of Diluted Earnings per Share for fiscal 2016. Also in February 2017, our Board of Directors authorized a new $15.0 billion share repurchase program that replaced the previous authorization. Under the program, we repurchased a total of 17.3 million shares for $2.6 billion through an Accelerated Share Repurchase ("ASR") agreement and the open market during the second quarter of fiscal 2017.

We opened one new store in the U.S. during the second quarter of fiscal 2017, for a total store count of 2,282 at the end of the quarter. As of the end of the second quarter of fiscal 2017, a total of 302 of our stores, or 13.2%, were located in Canada and Mexico.

We generated $7.9 billion of cash flow from operations in the first six months of fiscal 2017. This cash flow, along with $2.0 billion of long-term debt issued in the first six months of fiscal 2017, was used to fund cash payments of $3.9 billion for share repurchases, pay $2.1 billion of dividends, fund $846 million in capital expenditures and repay $710 million of short-term debt.

Our inventory turnover ratio was 5.3 times at the end of the second quarter of fiscal 2017 compared to 5.2 times at the end of the second quarter of fiscal 2016. Our return on invested capital (defined as net operating profit after tax, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt, including current installments, and equity for the most recent twelve-month period) was 32.0% for the second quarter of fiscal 2017 compared to 29.0% for the second quarter of fiscal 2016. For a reconciliation of net operating profit after tax to Net Earnings, the most comparable GAAP financial measure, and our calculation of return on invested capital, see "Non-GAAP Financial Measures" below.

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We believe the percentage relationship between Net Sales and the major categories in the Consolidated Statements of Earnings and the percentage change in the dollar amounts of each of these items as well as the selected sales data presented below are important in evaluating the performance of our business operations.

	% of Net Sales												% Increase (Decrease) in Dollar Amounts
	Three Months Ended						Six Months Ended
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016			Three Months		Six Months
NET SALES	100.0		%	100.0		%	100.0		%	100.0		%	6.2	%	5.6	%
GROSS PROFIT	33.7			33.7			33.9			34.0			6.0		5.4
Operating Expenses:
Selling, General and Administrative	16.2			16.6			17.1			17.6			3.7		2.8
Depreciation and Amortization	1.6			1.6			1.7			1.8			3.0		2.8
Total Operating Expenses	17.8			18.2			18.9			19.4			3.6		2.8
OPERATING INCOME	15.9			15.5			15.0			14.6			8.8		8.8
Interest and Other (Income) Expense:
Interest and Investment Income	(0.1		)	—			(0.1		)	—			100.0		93.3
Interest Expense	0.9			0.9			1.0			1.0			12.3		8.1
Interest and Other, net	0.9			0.9			0.9			0.9			9.2		5.4
EARNINGS BEFORE PROVISION FOR INCOME TAXES	15.0			14.6			14.1			13.6			8.7		9.0
Provision for Income Taxes	5.5			5.4			5.1			5.0			7.5		6.7
NET EARNINGS	9.5		%	9.2		%	9.0		%	8.6		%	9.5	%	10.4	%
SELECTED SALES DATA(1)
Number of Customer Transactions	441.8			430.0			822.6			804.8			2.8	%	2.2	%
Average Ticket	$	63.05		$	60.87		$	62.74		$	60.48		3.6	%	3.7	%
Sales per Square Foot	$	464.38		$	438.61		$	429.17		$	407.64		5.9	%	5.3	%
Comparable Store Sales Increase (%) (2)	6.3		%	4.7		%	6.0		%	5.5		%	N/A		N/A
Online Sales (% of Net Sales) (3)	6.4		%	5.6		%	6.5		%	5.6		%	23.3	%	23.1	%

Note: Certain percentages may not sum to totals due to rounding.

—————

(1) Selected Sales Data does not include results for Interline, which was acquired in the third quarter of fiscal 2015.

(2) Includes sales at locations open greater than 12 months, including relocated and remodeled stores and online sales, and excluding closed stores. Retail stores become comparable on the Monday following their 365^th day of operation. Comparable store sales is intended only as supplemental information and is not a substitute for Net Sales or Net Earnings presented in accordance with U.S. generally accepted accounting principles.

(3) Consists of sales generated online through our websites for products picked up in stores or delivered to customer locations.

N/A – Not Applicable

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RESULTS OF OPERATIONS

Net Sales for the second quarter of fiscal 2017increased6.2% to $28.1 billion from $26.5 billion for the second quarter of fiscal 2016. For the first six months of fiscal 2017, Net Sales increased5.6% to $52.0 billion from $49.2 billion for the first six months of fiscal 2016. The increase in Net Sales for the second quarter and first six months of fiscal 2017 primarily reflects the impact of positive comparable store sales driven by increased customer transactions and average ticket growth. The increase in Net Sales was partially offset by pressure from foreign currency fluctuations, which negatively impacted total sales growth by $64 million and $135 million for the second quarter and first six months of fiscal 2017, respectively.

Total comparable store sales increased 6.3% and 6.0% for the second quarter and first six months of fiscal 2017, respectively, which reflects a number of factors, including the execution of our strategy and broad-based growth across our stores. All of our departments posted positive comparable store sales for the second quarter and first six months of fiscal 2017. Comparable store sales for our Lumber, Electrical, Tools, Flooring, Building Materials, Appliances, Indoor Garden and Décor product categories were above the Company average for the second quarter of fiscal 2017. Further, our comparable store average ticket increased 3.6% and 3.8% for the second quarter and first six months of fiscal 2017, respectively, due in part to strong sales in big ticket purchases such as appliances and flooring, offset in part by pressure from foreign currency fluctuations. Our comparable store customer transactions increased 2.6% and 2.1% for the second quarter and first six months of fiscal 2017, respectively.

Gross Profit increased6.0% to $9.5 billion for the second quarter of fiscal 2017 from $8.9 billion for the second quarter of fiscal 2016. For the first six months of fiscal 2017, Gross Profit increased5.4% to $17.6 billion from $16.7 billion for the first six months of fiscal 2016. Gross Profit as a percent of Net Sales, or gross profit margin, was 33.7% for the second quarter of both fiscal 2017 and 2016. For the first six months of fiscal 2017, gross profit margin was 33.9% compared to 34.0% for the first six months of fiscal 2016. Gross profit margin for the second quarter and first six months of fiscal 2017 reflects the impact of product mix changes and higher shrink, offset by benefits from our supply chain driven by increased productivity.

Selling, General and Administrative expenses ("SG&A") increased3.7% to $4.5 billion for the second quarter of fiscal 2017 from $4.4 billion for the second quarter of fiscal 2016. For the first six months of fiscal 2017, SG&A increased2.8% to $8.9 billion from $8.7 billion for the first six months of fiscal 2016. As a percent of Net Sales, SG&A was 16.2% for the second quarter of fiscal 2017 compared to 16.6% for the second quarter of fiscal 2016. For the first six months of fiscal 2017, SG&A as a percent of Net Sales was 17.1% compared to 17.6% for the first six months of fiscal 2016. The decrease in SG&A as a percent of Net Sales for the second quarter and first six months of fiscal 2017 reflects expense leverage resulting from the positive comparable store sales environment and continued expense control.

Depreciation and Amortization increased3.0% to $449 million for the second quarter of fiscal 2017 from $436 million for the second quarter of fiscal 2016. For the first six months of fiscal 2017, Depreciation and Amortization increased 2.8% to $893 million from $869 million for the first six months of fiscal 2016. Depreciation and Amortization as a percent of Net Sales was 1.6% for the second quarter of both fiscal 2017 and 2016. For the first six months of fiscal 2017, Depreciation and Amortization as a percent of Net Sales was 1.7% compared to 1.8% for the first six months of fiscal 2016. Depreciation and Amortization as a percent of Net Sales for the second quarter and first six months of fiscal 2017 reflects expense leverage resulting from the positive comparable store sales environment.

Operating Income increased8.8% to $4.5 billion for the second quarter of fiscal 2017 from $4.1 billion for the second quarter of fiscal 2016. For the first six months of fiscal 2017, Operating Income increased8.8% to $7.8 billion from $7.2 billion for the first six months of fiscal 2016. Operating Income as a percent of Net Sales was 15.9% for the second quarter of fiscal 2017 compared to 15.5% for the second quarter of fiscal 2016. For the first six months of fiscal 2017, Operating Income as a percent of Net Sales was 15.0% compared to 14.6% for the first six months of fiscal 2016.

Interest and Other, net, was $249 million for the second quarter of fiscal 2017 compared to $228 million for the second quarter of fiscal 2016. For the first six months of fiscal 2017, Interest and Other, net, was $490 million compared to $465 million for the first six months of fiscal 2016. Interest and Other, net, as a percent of Net Sales was 0.9% for the second quarter and first six months of both fiscal 2017 and 2016.

Our combined effective income tax rate was 36.0% for the first six months of fiscal 2017 compared to 36.8% for the first six months of fiscal 2016. The effective income tax rate for the first six months of fiscal 2017 reflects an $85 million benefit to our Provision for Income Taxes for share-based payment awards as a result of the adoption of ASU No. 2016-09.

Diluted Earnings per Share were $2.25 for the second quarter of fiscal 2017 compared to $1.97 for the second quarter of fiscal 2016. For the first six months of fiscal 2017, Diluted Earnings per Share were $3.91 compared to $3.40 for the first six months of fiscal 2016. Diluted Earnings per Share for the second quarter and first six months of fiscal 2017 included benefits of $0.02 and $0.07, respectively, as a result of the adoption of ASU No. 2016-09.

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Non-GAAP Financial Measures

To provide clarity, internally and externally, about 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 return on invested capital ("ROIC") is meaningful for investors and management because it measures how effectively we deploy our capital base. We define ROIC as net operating profit after tax ("NOPAT"), a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt, including current installments, and equity for the most recent twelve-month period.

The following table provides our ROIC calculation and reconciles NOPAT, a non-GAAP financial measure, to Net Earnings, the most comparable GAAP financial measure:

	For the Twelve Months Ended
amounts in millions	July 30, 2017			July 31, 2016
Net Earnings	$	8,399		$	7,440
Add:
Interest and Other, net	961			941
Provision for Income Taxes	4,699			4,329
Operating Income	14,059			12,710
Subtract:
Income Tax Adjustment (1)	5,080			4,655
Net Operating Profit After Tax	$	8,979		$	8,055
Average Debt and Equity (2)	$	28,061		$	27,757
Return on Invested Capital (3)	32.0		%	29.0		%

—————

(1) Income Tax Adjustment is defined as Operating Income multiplied by the Company's effective tax rate.

(2) Average Debt and Equity is defined as the average of beginning and ending long-term debt, including current installments, and equity for the most recent twelve-month period.

(3) Return on Invested Capital is calculated as Net Operating Profit After Tax divided by Average Debt and Equity.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow generated from operations provides us with a significant source of liquidity. For the first six months of fiscal 2017, Net Cash Provided by Operating Activities was $7.9 billion compared to $6.9 billion for the same period of fiscal 2016. This increase was primarily due to a $442 million increase in Net Earnings resulting from higher comparable store sales and expense leverage, $307 million more in cash related to the effective management of Merchandise Inventories and a $160 million increase in cash related to Deferred Revenue.

Net Cash Used in Investing Activities for the first six months of fiscal 2017 was $1.1 billion compared to $674 million for the same period of fiscal 2016. This change was primarily due to $268 million in Payments for Businesses Acquired, net, related to the acquisition of Compact Power and a $149 million increase in Capital Expenditures.

Net Cash Used in Financing Activities for the first six months of fiscal 2017 was $4.6 billion compared to $4.4 billion for the same period of fiscal 2016. This change was primarily due to $1.5 billion more in Repurchases of Common Stock, $412 million more in Cash Dividends Paid to Stockholders and $360 million more in Repayments of Short-Term Debt, partially offset by $2.0 billion more in net incremental long-term debt issued in the first six months of fiscal 2017 compared to the same period of fiscal 2016.

In June 2017, we issued $500 million of floating rate senior notes due June 5, 2020; $750 million of 1.80% senior notes due June 5, 2020 at a discount of $1 million; and $750 million of 3.90% senior notes due June 15, 2047 at a discount of $5 million (together, the “June 2017 issuance”). The net proceeds of the June 2017 issuance will be used for general corporate purposes,

16

including repurchases of shares of our common stock. See Note 3 to the Consolidated Financial Statements included in this report.

In the second quarter of fiscal 2017, we entered into an ASR agreement under which we paid $1.65 billion to a third party financial institution and received a total of 10.8 million shares. See Note 4 to the Consolidated Financial Statements included in this report.

We have commercial paper programs that allow for borrowings up to $2.0 billion. In connection with these programs, we have a back-up credit facility with a consortium of banks for borrowings up to $2.0 billion. The credit facility expires in December 2019 and contains various customary covenants. At July 30, 2017, we were in compliance with all of the covenants, and none are expected to impact our liquidity or capital resources. During the first six months of fiscal 2017, all of our short-term borrowings were under these commercial paper programs, and the maximum amount outstanding at any time during the first six months of fiscal 2017 was $1.0 billion. As of July 30, 2017, there were no borrowings outstanding under the commercial paper programs or the related credit facility.

As of July 30, 2017, we had $4.8 billion in Cash and Cash Equivalents. We believe that our current cash position, access to the long-term debt capital markets and cash flow generated from operations should be sufficient not only for our operating requirements but also to enable us to complete our capital expenditure programs and fund dividend payments, share repurchases and any required long-term debt payments through the next several fiscal years. In addition, we have funds available from our commercial paper programs and the ability to obtain alternative sources of financing.

RECENT ACCOUNTING PRONOUNCEMENTS

For a summary of recently issued accounting pronouncements which may be applicable to us, see Note 1 to the Consolidated Financial Statements included in this report.

On January 30, 2017, we adopted ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". See Note 2 to the Consolidated Financial Statements included in this report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risks results primarily from fluctuations in interest rates. 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. There have been no material changes to our exposure to market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 29, 2017 as filed with the SEC on March 23, 2017 (the "2016 Form 10-K").

Item 4. Controls and Procedures

Under the direction and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the Company evaluated its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) and concluded that its disclosure controls and procedures were effective as of July 30, 2017. There has been no change in the Company's internal control over financial reporting during the fiscal quarter ended July 30, 2017, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Except as set forth below, there were no material changes during the second quarter of fiscal 2017 to our disclosure in Item 3 of our 2016 Form 10-K.

For a description of the matters related to the Data Breach, see Note 7 to the Consolidated Financial Statements included in Part I, Item 1, "Financial Statements", which description is incorporated herein by reference.

SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions of $100,000 or more.

As previously reported, the Company has been cooperating with various District Attorneys and the California Attorney General’s office in their investigation of the Company’s disposal of hazardous waste at its California facilities. The Company currently expects to settle this matter and recorded an accrual for estimated probable losses it expects to incur. The Company does not expect the outcome of this matter to have a material adverse effect on its consolidated financial condition, results of operations or cash flows.

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Item 1A. Risk Factors

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed under Item 1A, "Risk Factors" and elsewhere in our 2016 Form 10-K. These risks and uncertainties could materially and adversely affect our business, financial condition and results of operations. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business. There have been no material changes in the risk factors discussed in our 2016 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities

1. During the second quarter of fiscal 2017, the Company issued 4,427 deferred stock units under The Home Depot, Inc. Non-Employee Directors' Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of the SEC's Regulation D thereunder. The deferred stock units were credited 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 during the second quarter of fiscal 2017. 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.

2. During the second quarter of fiscal 2017, the Company credited 1,201 deferred stock units to participant accounts under The Home Depot FutureBuilder 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 the termination of service as described in this plan.

(b) Purchases of Equity Securities

In the first quarter of fiscal 2017, the Board of Directors authorized a $15.0 billion share repurchase program. Through the end of the second quarter of fiscal 2017, the Company has repurchased shares of its common stock having a value of approximately $3.9 billion under this program. The number and average price of shares purchased in each fiscal month of the second quarter of fiscal 2017 are set forth in the table below:

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 1, 2017 – May 28, 2017	2,568,802	$	155.10	2,541,700	$	13,353,177,965
May 29, 2017 – June 25, 2017(3)	11,024,433	$	153.59	11,021,252	$	11,500,000,423
June 26, 2017 – July 30, 2017(3)	3,710,809	$	148.57	3,703,136	$	11,109,236,100
	17,304,044	$	152.74	17,266,088

—————

(1) These amounts include repurchases pursuant to the Company's 1997 and Amended and Restated 2005 Omnibus Stock Incentive Plans (the "Plans"). Under the Plans, participants may surrender shares as payment of applicable tax withholding on the vesting of restricted stock and deferred share awards. 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) In the first quarter of fiscal 2017, the Board of Directors authorized a $15.0 billion share repurchase program that replaced the previous authorization. The program does not have a prescribed expiration date.

(3) In the second quarter of fiscal 2017, the Company paid $1.65 billion under an ASR agreement and received an initial delivery of 9.7 million shares. The transaction was completed later in the second quarter of fiscal 2017, at which time the Company received an additional 1.1 million shares. The final number of shares delivered upon settlement of the agreement was determined with reference to the volume weighted average price per share of the Company's common stock over the term of the agreement, less a negotiated discount. See Note 4 to the Consolidated Financial Statements included in this report.

Item 6. Exhibits

For a list of the exhibits required to be filed as exhibits to this report, see the Index to Exhibits to the Consolidated Financial Statements included in this report.

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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/ CRAIG A. MENEAR
	Craig A. Menear
	Chairman, Chief Executive Officer and
	President
	/s/ CAROL B. TOMÉ
	Carol B. Tomé
	Chief Financial Officer and
	Executive Vice President – Corporate Services

August 21, 2017

(Date)

19

INDEX TO EXHIBITS

Exhibit	Description
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.
*3.1	Amended and Restated Certificate of Incorporation of The Home Depot, Inc. [Form 10-Q filed on September 1, 2011, Exhibit 3.1]
*3.2	By-Laws of The Home Depot, Inc. (Amended and Restated Effective March 3, 2016). [Form 8-K filed on March 8, 2016, Exhibit 3.2]
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
15.1	Acknowledgement of Independent Registered Public Accounting Firm, dated August 21, 2017.
31.1	Certification of the Chief Executive Officer and President pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of the Chief Financial Officer and Executive Vice President – Corporate Services pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1	Certification of Chief Executive Officer and President furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer and Executive Vice President – Corporate Services furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2017, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to the Consolidated Financial Statements.

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EX-12.1

Exhibit 12.1

THE HOME DEPOT, INC. AND SUBSIDIARIES

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)

				Fiscal Year(1)
	Six Months Ended
amounts in millions, except ratio data	July 30, 2017			2016			2015			2014			2013			2012
Earnings Before Provision for Income Taxes	$	7,322		$	12,491		$	11,021		$	9,976		$	8,467		$	7,221
Less: Capitalized Interest	—			(1		)	(2		)	(2		)	(2		)	(3		)
Add:
Portion of Rental Expense under operating leases deemed to be the equivalent of interest	173			333			312			312			308			298
Interest Expense	519			973			921			832			713			635
Adjusted Earnings	$	8,014		$	13,796		$	12,252		$	11,118		$	9,486		$	8,151
Fixed Charges:
Interest Expense	$	519		$	973		$	921		$	832		$	713		$	635
Portion of Rental Expense under operating leases deemed to be the equivalent of interest	173			333			312			312			308			298
Total Fixed Charges	$	692		$	1,306		$	1,233		$	1,144		$	1,021		$	933
Ratio of Earnings to Fixed Charges(2)	11.6		x	10.6		x	9.9		x	9.7		x	9.3		x	8.7		x

(1) Fiscal years 2016, 2015, 2014, 2013 and 2012 refer to the fiscal years ended January 29, 2017, January 31, 2016, February 1, 2015, February 2, 2014 and February 3, 2013, respectively. Fiscal year 2012 includes 53 weeks; all other fiscal years reported include 52 weeks.

(2) For purposes of computing the ratios of earnings to fixed charges, “earnings” consist of earnings before provision for income taxes plus fixed charges, excluding capitalized interest. “Fixed charges” consist of interest incurred on indebtedness including capitalized interest, amortization of debt expenses and the portion of rental expense under operating leases deemed to be the equivalent of interest. The ratios of earnings to fixed charges are calculated as follows:

(earnings before provision for income taxes)+(fixed charges)-(capitalized interest)

(fixed charges)

EX-15.1

Exhibit 15.1

ACKNOWLEDGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

The Home Depot, Inc.:

We acknowledge our awareness of the incorporation by reference of our report dated August 21, 2017, 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 30, 2017, in the following Registration Statements:

Description	Registration Statement Number
Form S-3
Depot Direct stock purchase program	333-200607
Debt securities	333-206550
Form S-8
The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan	333-61733
The Home Depot Canada Registered Retirement Savings Plan	333-38946
The Home Depot, Inc. Restated and Amended Employee Stock Purchase Plan	333-151849
The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan	333-182374
The Home Depot, Inc. Non-Qualified Stock Option and Deferred Stock Units Plan and Agreement	333-56722
The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan	333-125331
The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan	333-153171
The Home Depot FutureBuilder and The Home Depot FutureBuilder for Puerto Rico	333-125332

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 21, 2017

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Craig A. Menear, 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 21, 2017

/s/ Craig A. Menear    

Craig A. Menear

Chairman, Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Carol B. Tomé, 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 21, 2017

/s/ Carol B. Tomé        

Carol B. Tomé

Chief Financial Officer and

Executive Vice President – Corporate Services

EX-32.1

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 30, 2017 as filed with the Securities and Exchange Commission, I, Craig A. Menear, Chairman, 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/ Craig A. Menear

Craig A. Menear

Chairman, Chief Executive Officer and President

August 21, 2017

EX-32.2

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 30, 2017 as filed with the Securities and Exchange Commission, I, Carol B. Tomé, Chief Financial Officer and Executive Vice President – Corporate Services 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/ Carol B. Tomé        

Carol B. Tomé

Chief Financial Officer and

Executive Vice President – Corporate Services

August 21, 2017

XML

Document And Entity Information - shares	6 Months Ended
	Jul. 30, 2017	Aug. 15, 2017
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Entity Registrant Name	HOME DEPOT INC
Entity Central Index Key	0000354950
Current Fiscal Year End Date	--01-28
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		1,178,817,584

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Jul. 30, 2017	Jan. 29, 2017
Current Assets:
Cash and Cash Equivalents	$ 4,830	$ 2,538
Receivables, net	2,187	2,029
Merchandise Inventories	12,868	12,549
Other Current Assets	626	608
Total Current Assets	20,511	17,724
Property and Equipment, at cost	41,405	40,426
Less Accumulated Depreciation and Amortization	19,370	18,512
Net Property and Equipment	22,035	21,914
Goodwill	2,235	2,093
Other Assets	1,178	1,235
Total Assets	45,959	42,966
Current Liabilities:
Short-Term Debt	0	710
Accounts Payable	8,541	7,000
Accrued Salaries and Related Expenses	1,503	1,484
Sales Taxes Payable	711	508
Deferred Revenue	1,931	1,669
Income Taxes Payable	329	25
Current Installments of Long-Term Debt	545	542
Other Accrued Expenses	2,263	2,195
Total Current Liabilities	15,823	14,133
Long-Term Debt, excluding current installments	24,422	22,349
Other Long-Term Liabilities	1,923	1,855
Deferred Income Taxes	237	296
Total Liabilities	42,405	38,633
STOCKHOLDERS' EQUITY
Common Stock, par value $0.05; authorized: 10 billion shares; issued: 1.779 billion shares at July 30, 2017 and 1.776 billion shares at January 29, 2017; outstanding: 1.181 billion shares at July 30, 2017 and 1.203 billion shares at January 29, 2017	89	88
Paid-In Capital	9,958	9,787
Retained Earnings	38,073	35,519
Accumulated Other Comprehensive Loss	(482)	(867)
Treasury Stock, at cost, 598 million shares at July 30, 2017 and 573 million shares at January 29, 2017	(44,084)	(40,194)
Total Stockholders’ Equity	3,554	4,333
Total Liabilities and Stockholders' Equity	$ 45,959	$ 42,966

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions	Jul. 30, 2017	Jan. 29, 2017
Statement of Financial Position [Abstract]
Common Stock, par value	$ 0.05	$ 0.05
Common Stock, shares authorized	10,000	10,000
Common Stock, shares issued	1,779	1,776
Common Stock, shares outstanding	1,181	1,203
Treasury Stock, shares	598	573

XML

Consolidated Statements of Earnings - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2017	Jul. 31, 2016	Jul. 30, 2017	Jul. 31, 2016
Income Statement [Abstract]
NET SALES	$ 28,108	$ 26,472	$ 51,995	$ 49,234
Cost of Sales	18,647	17,545	34,380	32,516
GROSS PROFIT	9,461	8,927	17,615	16,718
Operating Expenses:
Selling, General and Administrative	4,549	4,388	8,910	8,669
Depreciation and Amortization	449	436	893	869
Total Operating Expenses	4,998	4,824	9,803	9,538
OPERATING INCOME	4,463	4,103	7,812	7,180
Interest and Other (Income) Expense:
Interest and Investment Income	(16)	(8)	(29)	(15)
Interest Expense	265	236	519	480
Interest and Other, net	249	228	490	465
EARNINGS BEFORE PROVISION FOR INCOME TAXES	4,214	3,875	7,322	6,715
Provision for Income Taxes	1,542	1,434	2,636	2,471
NET EARNINGS	$ 2,672	$ 2,441	$ 4,686	$ 4,244
Basic Weighted Average Common Shares	1,183	1,235	1,191	1,242
BASIC EARNINGS PER SHARE	$ 2.26	$ 1.98	$ 3.93	$ 3.42
Diluted Weighted Average Common Shares	1,189	1,240	1,197	1,247
DILUTED EARNINGS PER SHARE	$ 2.25	$ 1.97	$ 3.91	$ 3.40
Dividends Declared per Share	$ 0.89	$ 0.69	$ 1.78	$ 1.38

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2017	Jul. 31, 2016	Jul. 30, 2017	Jul. 31, 2016
Statement of Comprehensive Income [Abstract]
Net Earnings	$ 2,672	$ 2,441	$ 4,686	$ 4,244
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	419	(192)	389	117
Cash Flow Hedges, net of tax	22	(9)	(3)	2
Other	0	1	(1)	1
Total Other Comprehensive Income (Loss)	441	(200)	385	120
COMPREHENSIVE INCOME	$ 3,113	$ 2,241	$ 5,071	$ 4,364

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jul. 30, 2017	Jul. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings	$ 4,686	$ 4,244
Reconciliation of Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization	1,015	978
Stock-Based Compensation Expense	148	133
Changes in Assets and Liabilities, net of the effects of acquisitions:
Receivables, net	(96)	(91)
Merchandise Inventories	(188)	(495)
Other Current Assets	0	(38)
Accounts Payable and Accrued Expenses	1,714	1,773
Deferred Revenue	254	94
Income Taxes Payable	299	389
Deferred Income Taxes	(79)	(86)
Other, net	109	(24)
Net Cash Provided by Operating Activities	7,862	6,877
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures	(846)	(697)
Payments for Business Acquired, net	(268)	0
Proceeds from Sales of Property and Equipment	23	23
Net Cash Used in Investing Activities	(1,091)	(674)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Short-Term Debt, net	(710)	(350)
Proceeds from Long-Term Debt, net of discounts	1,994	2,989
Repayments of Long-Term Debt	(21)	(3,023)
Repurchases of Common Stock	(3,921)	(2,441)
Proceeds from Sales of Common Stock	137	121
Cash Dividends Paid to Stockholders	(2,130)	(1,718)
Other Financing Activities	2	1
Net Cash Used in Financing Activities	(4,649)	(4,421)
Change in Cash and Cash Equivalents	2,122	1,782
Effect of Exchange Rate Changes on Cash and Cash Equivalents	170	20
Cash and Cash Equivalents at Beginning of Period	2,538	2,216
Cash and Cash Equivalents at End of Period	$ 4,830	$ 4,018

XML

Summary of Significant Accounting Policies

6 Months Ended

Jul. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Consolidated Financial Statements of The Home Depot, Inc. and Subsidiaries (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 U.S. generally accepted accounting principles ("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 statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 29, 2017, as filed with the Securities and Exchange Commission on March 23, 2017 (the "2016 Form 10-K").

Valuation Reserves

As of July 30, 2017 and January 29, 2017, the valuation allowances for Merchandise Inventories and uncollectible Receivables were not material.

Recent Accounting Pronouncements

There have been no material changes to the Company’s position regarding recent accounting pronouncements pending adoption as disclosed in the 2016 Form 10-K, except as set forth below.

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In addition, ASU No. 2014-09 requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU No. 2014-09 supersedes most existing U.S. GAAP revenue recognition principles, and it permits the use of either the retrospective or modified retrospective transition method. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods.

The Company continues to evaluate the effect that ASU No. 2014-09 will have on its Consolidated Financial Statements and related disclosures and controls. Based on its preliminary assessment, the Company has determined that the adoption of ASU No. 2014-09 could impact the timing of revenue recognition through its services, gift card and various incentive programs. ASU No. 2014-09 will impact the Company’s method of recognizing gift card breakage income, which is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage. The Company is also evaluating the principal versus agent considerations as it relates to certain arrangements with third parties that could impact the presentation of gross or net revenue reporting. Other areas which could be impacted may be identified as the Company continues its evaluation of ASU No. 2014-09. The Company plans to adopt ASU No. 2014-09 on January 29, 2018 using the modified retrospective transition method.

Recent accounting pronouncements pending adoption not discussed above or in the 2016 Form 10-K are either not applicable or will not have or are not expected to have a material impact on the Company.

XML

Recently Adopted Accounting Pronouncements

6 Months Ended

Jul. 30, 2017

Prospective Adoption of New Accounting Pronouncements [Abstract]

Recently Adopted Accounting Pronouncements

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

On January 30, 2017, the Company adopted ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". Upon adoption of this update, all excess tax benefits or deficiencies related to share-based payment awards are recognized in the provision for income taxes in the period in which they occur. Previously these amounts were reflected in paid-in capital. In addition, upon adoption these amounts are classified as an operating activity in the consolidated statements of cash flows in the period in which they occur. Previously, these amounts were reflected as a financing activity. Cash paid by the Company to tax authorities when directly withholding shares for tax withholding purposes will continue to be classified as a financing activity in the consolidated statements of cash flows. Stock-based compensation expense will continue to reflect estimated forfeitures of share-based awards. The Company has adopted the applicable provisions of ASU No. 2016-09 prospectively.

As a result of the adoption of ASU No. 2016-09, the Company recognized $20 million and $85 million of excess tax benefits related to share-based payment awards in its provision for income taxes during the second quarter and first six months of fiscal 2017, respectively. The recognition of these benefits contributed $0.02 and $0.07 to Diluted Earnings per Share for the second quarter and first six months of fiscal 2017, respectively.

XML

Long-Term Debt

6 Months Ended

Jul. 30, 2017

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

In June 2017, the Company issued $500 million of floating rate senior notes due June 5, 2020 (the "2020 floating rate notes"); $750 million of 1.80% senior notes due June 5, 2020 (the "2020 notes") at a discount of $1 million; and $750 million of 3.90% senior notes due June 15, 2047 (the "2047 notes") at a discount of $5 million (together, the “June 2017 issuance”). The 2020 floating rate notes bear interest at a variable rate determined quarterly equal to the three-month London Interbank Offered Rate ("LIBOR") plus 15 basis points. Interest on the 2020 floating rate notes is due quarterly on March 5, June 5, September 5, and December 5 of each year, beginning September 5, 2017. Interest on the 2020 notes is due semi-annually on June 5 and December 5 of each year, beginning December 5, 2017. Interest on the 2047 notes is due semi-annually on June 15 and December 15 of each year, beginning December 15, 2017. Interest payments for the 2020 notes and 2047 notes will include accrued interest from and including June 5, 2017. The $6 million discount associated with the 2020 notes and the 2047 notes is being amortized over the term of the notes using the effective interest rate method. Issuance costs of $12 million associated with the June 2017 issuance were recorded as a direct deduction to the senior notes and are being amortized over the term of the notes. The net proceeds of the June 2017 issuance will be used for general corporate purposes, including repurchases of the Company's common stock.

All of the Company's senior notes, other than its outstanding floating rate notes, may be redeemed by the Company at any time, in whole or in part, at the redemption price plus accrued interest up to the redemption date. 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, as defined in the respective notes. Additionally, if a Change in Control Triggering Event occurs, as defined in the notes, holders of all notes have the right to require the Company to redeem those notes at 101% of the aggregate principal amount of the notes plus accrued interest up to the redemption date. The Company is generally not limited under the indentures governing the notes in its ability to incur additional indebtedness or required to maintain financial ratios or specified levels of net worth or liquidity. The indentures governing the notes contain various customary covenants; however, none are expected to impact the Company's liquidity or capital resources.

XML

Accelerated Share Repurchase Agreements

6 Months Ended

Jul. 30, 2017

Accelerated Share Repurchase Agreements [Abstract]

Accelerated Share Repurchase Agreements

ACCELERATED SHARE REPURCHASE AGREEMENTS

The Company enters into Accelerated Share Repurchase ("ASR") agreements from time to time with third-party financial institutions to repurchase shares of the Company’s common stock. Under an ASR agreement, the Company pays a specified amount to the financial institution and receives an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that the Company may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares, with the final number of shares delivered determined with reference to the volume weighted average price per share of the Company’s common stock over the term of the ASR agreement, less a negotiated discount. The transactions are accounted for as equity transactions and are included in Treasury Stock when the shares are received, at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

The Company entered into an ASR agreement during the second quarter of fiscal 2017. The terms of the ASR agreement, which follow the structure outlined above, were as follows (amounts in millions):

Agreement Date	Settlement Date	Amount		Initial Shares Delivered	Additional Shares Delivered	Total Shares Delivered
Q2 2017	Q2 2017	$	1,650	9.7	1.1	10.8

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Fair Value Measurements

6 Months Ended

Jul. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The carrying amount of Cash and Cash Equivalents, Receivables and Accounts Payable reported in the Company's Consolidated Balance Sheets approximates fair value due to their short-term maturities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets and liabilities, if any, of the Company that are measured at fair value on a recurring basis:

amounts in millions	Fair Value at July 30, 2017 Using						Fair Value at January 29, 2017 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative agreements - assets	$	—	$	208	$	—	$	—	$	271	$	—

The Company uses derivative financial instruments from time to time in the management of its interest rate exposure on certain Long-Term Debt and its exposure to foreign currency fluctuations.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Long-lived assets were analyzed for impairment on a nonrecurring basis using fair value measurements with unobservable inputs (level 3). Impairment charges related to long-lived assets in the first six months of fiscal 2017 and 2016 were not material.

The aggregate fair and carrying values of the Company's senior notes were as follows:

amounts in millions	July 30, 2017				January 29, 2017
	Fair Value (Level 1)		Carrying Value		Fair Value (Level 1)		Carrying Value
Senior notes	$	26,194	$	24,005	$	23,620	$	22,013

XML

Basic And Diluted Weighted Average Common Shares

6 Months Ended

Jul. 30, 2017

Earnings Per Share [Abstract]

Basic And Diluted Weighted Average Common Shares

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES

The following table presents the reconciliation of basic to diluted weighted average common shares as well as the effect of anti-dilutive securities excluded from diluted weighted average common shares:

	Three Months Ended		Six Months Ended
amounts in millions	July 30, 2017	July 31, 2016	July 30, 2017	July 31, 2016
Basic Weighted Average Common Shares	1,183	1,235	1,191	1,242
Effect of potentially dilutive securities - stock plans	6	5	6	5
Diluted Weighted Average Common Shares	1,189	1,240	1,197	1,247

Effect of anti-dilutive securities excluded from diluted weighted average common shares 1 1 1 1

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Commitments and Contingencies

6 Months Ended

Jul. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Data Breach

As previously reported, in the third quarter of fiscal 2014, the Company confirmed that its payment data systems were breached, which potentially impacted customers who used payment cards at self-checkout systems in the Company’s U.S. and Canadian stores (the "Data Breach"). Since the end of fiscal 2016, there have been no material changes with respect to the Data Breach, except as discussed below.

As reported in the 2016 Form 10-K, in the first quarter of fiscal 2017, the Company agreed to settlement terms that, upon approval of the court, will resolve and dismiss the claims asserted in the financial institutions class actions. In addition, in the first quarter of fiscal 2017, the parties to the two purported shareholder derivative actions agreed to settlement terms that, upon approval of the court, will resolve and dismiss the claims asserted in those actions.

As of the end of the first quarter of fiscal 2017, the Company has resolved the most significant claims relating to the Data Breach, and there were no material changes during the first six months of fiscal 2017 to the Company’s loss contingency assessment relating to any remaining matters. The Company does not believe that the ultimate amounts paid with respect to any remaining matters will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows in future periods.

XML

Summary of Significant Accounting Policies (Policy)

6 Months Ended

Jul. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying Consolidated Financial Statements of The Home Depot, Inc. and Subsidiaries (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 U.S. generally accepted accounting principles ("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 statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended January 29, 2017, as filed with the Securities and Exchange Commission on March 23, 2017 (the "2016 Form 10-K").

Recent Accounting Pronouncements

Recent Accounting Pronouncements

There have been no material changes to the Company’s position regarding recent accounting pronouncements pending adoption as disclosed in the 2016 Form 10-K, except as set forth below.

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In addition, ASU No. 2014-09 requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU No. 2014-09 supersedes most existing U.S. GAAP revenue recognition principles, and it permits the use of either the retrospective or modified retrospective transition method. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods.

The Company continues to evaluate the effect that ASU No. 2014-09 will have on its Consolidated Financial Statements and related disclosures and controls. Based on its preliminary assessment, the Company has determined that the adoption of ASU No. 2014-09 could impact the timing of revenue recognition through its services, gift card and various incentive programs. ASU No. 2014-09 will impact the Company’s method of recognizing gift card breakage income, which is currently recognized based upon historical redemption patterns. ASU No. 2014-09 requires gift card breakage income to be recognized in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage. The Company is also evaluating the principal versus agent considerations as it relates to certain arrangements with third parties that could impact the presentation of gross or net revenue reporting. Other areas which could be impacted may be identified as the Company continues its evaluation of ASU No. 2014-09. The Company plans to adopt ASU No. 2014-09 on January 29, 2018 using the modified retrospective transition method.

On January 30, 2017, the Company adopted ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". Upon adoption of this update, all excess tax benefits or deficiencies related to share-based payment awards are recognized in the provision for income taxes in the period in which they occur. Previously these amounts were reflected in paid-in capital. In addition, upon adoption these amounts are classified as an operating activity in the consolidated statements of cash flows in the period in which they occur. Previously, these amounts were reflected as a financing activity. Cash paid by the Company to tax authorities when directly withholding shares for tax withholding purposes will continue to be classified as a financing activity in the consolidated statements of cash flows. Stock-based compensation expense will continue to reflect estimated forfeitures of share-based awards. The Company has adopted the applicable provisions of ASU No. 2016-09 prospectively

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Accelerated Share Repurchase Agreements (Tables)

6 Months Ended

Jul. 30, 2017

Accelerated Share Repurchase Agreements [Abstract]

Accelerated Share Repurchase Agreements

The terms of the ASR agreement, which follow the structure outlined above, were as follows (amounts in millions):

Agreement Date	Settlement Date	Amount		Initial Shares Delivered	Additional Shares Delivered	Total Shares Delivered
Q2 2017	Q2 2017	$	1,650	9.7	1.1	10.8

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 30, 2017

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets and liabilities, if any, of the Company that are measured at fair value on a recurring basis:

amounts in millions	Fair Value at July 30, 2017 Using						Fair Value at January 29, 2017 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative agreements - assets	$	—	$	208	$	—	$	—	$	271	$	—

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

The aggregate fair and carrying values of the Company's senior notes were as follows:

amounts in millions	July 30, 2017				January 29, 2017
	Fair Value (Level 1)		Carrying Value		Fair Value (Level 1)		Carrying Value
Senior notes	$	26,194	$	24,005	$	23,620	$	22,013

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Basic And Diluted Weighted Average Common Shares (Tables)

6 Months Ended

Jul. 30, 2017

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares

The following table presents the reconciliation of basic to diluted weighted average common shares as well as the effect of anti-dilutive securities excluded from diluted weighted average common shares:

	Three Months Ended		Six Months Ended
amounts in millions	July 30, 2017	July 31, 2016	July 30, 2017	July 31, 2016
Basic Weighted Average Common Shares	1,183	1,235	1,191	1,242
Effect of potentially dilutive securities - stock plans	6	5	6	5
Diluted Weighted Average Common Shares	1,189	1,240	1,197	1,247

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Effect of anti-dilutive securities excluded from diluted weighted average common shares 1 1 1 1

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Recently Adopted Accounting Pronouncements (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2017	Jul. 31, 2016	Jul. 30, 2017	Jul. 31, 2016
Item Effected [Line Items]
Net Earnings	$ 2,672	$ 2,441	$ 4,686	$ 4,244
Diluted Earnings per Share	$ 2.25	$ 1.97	$ 3.91	$ 3.40
Accounting Standards Update 2016-09 [Member]
Item Effected [Line Items]
Net Earnings	$ 20		$ 85
Diluted Earnings per Share	$ 0.02		$ 0.07

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Long-Term Debt (Narrative) (Details) - USD ($) $ in Millions		6 Months Ended
	Jun. 05, 2017	Jul. 30, 2017
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage		100.00%
Debt Instrument, Change of Control, Redemption Price, Percent		101.00%
Floating Rate Senior Notes Due June 5, 2020 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 500
Debt Instrument, Maturity Date	Jun. 05, 2020
Debt Instrument, Frequency of Periodic Payment	quarterly on March 5, June 5, September 5, and December 5
Floating Rate Senior Notes Due June 5, 2020 [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	0.15%
1.80% Senior Notes Due June 5, 2020 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 750
Debt Instrument, Interest Rate, Stated Percentage	1.80%
Debt Instrument, Maturity Date	Jun. 05, 2020
Debt Instrument, Unamortized Discount	$ 1
Debt Instrument, Frequency of Periodic Payment	semi-annually on June 5 and December 5
3.90% Senior Notes Due 2047 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 750
Debt Instrument, Interest Rate, Stated Percentage	3.90%
Debt Instrument, Maturity Date	Jun. 15, 2047
Debt Instrument, Unamortized Discount	$ 5
Debt Instrument, Frequency of Periodic Payment	semi-annually on June 15 and December 15
June 2017 Issuance [Member]
Debt Instrument [Line Items]
Debt Instrument, Unamortized Discount	$ 6
Debt Issuance Costs, Gross	$ 12

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Accelerated Share Repurchase Agreements (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended		2 Months Ended	6 Months Ended
	Jul. 30, 2017	Jul. 11, 2017	Jul. 30, 2017	Jul. 30, 2017	Jul. 31, 2016
Accelerated Share Repurchases [Line Items]
Repurchases of Common Stock				$ 3,921	$ 2,441
Q2 Accelerate Share Repurchase Agreement [Member]
Accelerated Share Repurchases [Line Items]
Repurchases of Common Stock			$ 1,650
Treasury Stock Shares Acquired	1.1	9.7	10.8

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Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Millions	Jul. 30, 2017	Jan. 29, 2017
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative agreements - assets	$ 0	$ 0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative agreements - assets	208	271
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative agreements - assets	$ 0	$ 0

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Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis) (Details) - USD ($) $ in Millions	Jul. 30, 2017	Jan. 29, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying value of senior notes	$ 24,005	$ 22,013
Senior Notes [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of senior notes	$ 26,194	$ 23,620

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Basic And Diluted Weighted Average Common Shares (Reconciliation Of Basic to Diluted Weighted Average Common Shares) (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2017	Jul. 31, 2016	Jul. 30, 2017	Jul. 31, 2016
Reconciliation of Basic to Diluted Weighted Average Common Shares:
Basic Weighted Average Common Shares	1,183	1,235	1,191	1,242
Effect of potentially dilutive securities - stock plans	6	5	6	5
Diluted Weighted Average Common Shares	1,189	1,240	1,197	1,247

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Basic And Diluted Weighted Average Common Shares (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2017	Jul. 31, 2016	Jul. 30, 2017	Jul. 31, 2016
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of anti-dilutive securities excluded from diluted weighted average common shares	1	1	1	1