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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended February 2, 2020

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 (State or other jurisdiction incorporation or organization)

95-3261426 (I.R.S. Employer Identification No.)

2455 Paces Ferry Road Atlanta, Georgia

(Address of principal executive offices)

Registrant's telephone number, including area code: (770) 433-8211

30339 (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.05 Par Value Per Share

HD

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (? 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The aggregate market value of voting common stock held by non-affiliates of the registrant on August 4, 2019 was $232.3 billion.

The number of shares outstanding of the registrant's common stock as of March 6, 2020 was 1,074,741,592 shares.

DOCUMENTS INCORPORATED BY REFERENCE

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Portions of the registrant's proxy statement for the 2020 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K to the extent described herein.

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Commonly Used or Defined Terms

ii

Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995

iii

PART I

Item 1. Business.

1

Item 1A. Risk Factors.

8

Item 1B. Unresolved Staff Comments.

16

Item 2. Properties.

17

Item 3. Legal Proceedings.

18

Item 4. Mine Safety Disclosures.

19

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of

19

Equity Securities.

Item 6. Selected Financial Data.

20

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

21

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

29

Item 8. Financial Statements and Supplementary Data.

30

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

62

Item 9A. Controls and Procedures.

62

Item 9B. Other Information.

64

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

64

Item 11. Executive Compensation.

65

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

65

Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

65

Item 14. Principal Accounting Fees and Services.

66

PART IV

Item 15. Exhibits, Financial Statement Schedules.

66

Item 16. Form 10-K Summary.

70

SIGNATURES

71

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COMMONLY USED OR DEFINED TERMS

Term

ASR ASU ASU No. 2014-09 BODFS BOPIS BORIS BOSS CDP CFL Comparable sales DIFM DIY EH&S EPA ESPP Exchange Act FASB FIRST phone fiscal 2014 fiscal 2015 fiscal 2016 fiscal 2017 fiscal 2018 fiscal 2019 fiscal 2020 FSC GAAP Interline IRS LIBOR MD&A MRO NOPAT NYSE PLCC Pro Restoration Plan ROIC SEC Securities Act SG&A Tax Act

Definition

Accelerated share repurchase Accounting Standards Update Revenue from Contracts with Customers (Topic 606) Buy Online, Deliver From Store Buy Online, Pick-up In Store Buy Online, Return In Store Buy Online, Ship to Store The not-for-profit organization formerly known as the Carbon Disclosure Project Compact fluorescent light As defined in the Results of Operations and Non-GAAP Financial Measures section of MD&A Do-It-For-Me Do-It-Yourself Environmental, Health, and Safety U.S. Environmental Protection Agency Employee Stock Purchase Plan Securities Exchange Act of 1934, as amended Financial Accounting Standards Board Web-enabled handheld device used by associates in our stores Fiscal year ended February 1, 2015 (includes 52 weeks) Fiscal year ended January 31, 2016 (includes 52 weeks) Fiscal year ended January 29, 2017 (includes 52 weeks) Fiscal year ended January 28, 2018 (includes 52 weeks) Fiscal year ended February 3, 2019 (includes 53 weeks) Fiscal year ended February 2, 2020 (includes 52 weeks) Fiscal year ended January 31, 2021 (includes 52 weeks) Forest Stewardship Council U.S. generally accepted accounting principles The legacy Interline Brands business, now operating as a part of The Home Depot Pro Internal Revenue Service London interbank offered rate Management's Discussion and Analysis of Financial Condition and Results of Operations Maintenance, repair, and operations Net operating profit after tax New York Stock Exchange Private label credit card Professional customer Home Depot FutureBuilder Restoration Plan Return on invested capital Securities and Exchange Commission Securities Act of 1933, as amended Selling, general, and administrative Tax Cuts and Jobs Act of 2017

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CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral information we release, regarding our 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 sales; effects of competition; implementation of store, interconnected retail, supply chain and technology initiatives; inventory and in-stock positions; state of the economy; state of the housing and home improvement markets; state of the credit markets, including mortgages, home equity loans, and consumer credit; impact of tariffs; issues related to the payment methods we accept; demand for credit offerings; management of relationships with our associates, suppliers and vendors; international trade disputes, natural disasters, public health issues (including pandemics and quarantines), and other business interruptions that could disrupt supply or delivery of, or demand for, the Company's products; 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 impact and expected outcome of investigations, inquiries, claims, and litigation; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of the Tax Act and other regulatory changes; 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, dependent on actions of third parties, or currently unknown to us ? as well as potentially inaccurate assumptions that could cause actual results to differ materially from our expectations and projections. These risks and uncertainties include, but are not limited to, those described in Item 1A, "Risk Factors," and elsewhere in this report and also as may be described from time to time in future reports we file with the SEC. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our filings with the SEC.

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