•   Results of Operations and Non-GAAP Financial Measures


•   Liquidity and Capital Resources


•   Critical Accounting Policies


                               Executive Summary

Quarter to date and year to date highlights of our financial performance follow.


                                                 Three Months Ended                 Nine Months Ended
dollars in millions, except per share       November 3,      October 28,      November 3,      October 28,
data                                           2019              2018             2019             2018
Net sales                                 $      27,223     $     26,302     $     84,443     $     81,712
Net earnings                              $       2,769     $      2,867     $      8,761     $      8,777
Effective tax rate                                 24.5 %           21.4 %           24.5 %           23.3 %

Diluted earnings per share                $        2.53     $       2.51

$ 7.96 $ 7.63



Net cash provided by operating activities                                    $     10,664     $     10,036
Proceeds from long-term debt, net of
discounts and premiums                                                       $      1,404     $          -
Repayments of long-term debt                                                 $      1,046     $      1,192
Repurchases of common stock                                                 

$ 3,909 $ 5,518




We reported net sales of $27.2 billion in the third quarter of fiscal 2019. Net
earnings were $2.8 billion, or $2.53 per diluted share. For the first nine
months of fiscal 2019, net sales were $84.4 billion and net earnings were $8.8
billion, or $7.96 per diluted share.
We closed one store in the U.S. during the third quarter of fiscal 2019 due to a
natural disaster, resulting in a total store count of 2,290 at the end of the
quarter. As of November 3, 2019, a total of 306 of our stores, or 13.4%, were
located in Canada and Mexico. For the third quarter of fiscal 2019, total sales
per square foot were $449.17 and our inventory turnover ratio was 5.0 times.
During the third quarter of fiscal 2019, we repurchased a total of 5.2
million shares of our common stock for $1.3 billion through an ASR agreement and
open market transactions.
We generated $10.7 billion of cash flow from operations and issued $1.4 billion
of long-term debt, net of discounts and premiums, during the first nine months
of fiscal 2019. These funds, together with cash on hand, were used to pay $4.5
billion of dividends, fund cash payments of $3.9 billion for share repurchases,
repay $644 million of net short-term borrowings, fund $1.9 billion in capital
expenditures, and repay $1.0 billion of senior notes that matured in June 2019.
In February 2019, we announced a 32.0% increase in our quarterly cash dividend
to $1.36 per share.
Our ROIC for the trailing twelve-month period was 45.1% at the end of the third
quarter of fiscal 2019. See the "  Non-GAAP Financial Measures  " section below
for our definition and calculation of ROIC, as well as a reconciliation of
NOPAT, a non-GAAP financial measure, to net earnings (the most comparable GAAP
financial measure).

             Results of Operations and Non-GAAP Financial Measures
The tables and discussion below should be read in conjunction with our
consolidated financial statements and related notes included in this report and
in the 2018 Form 10-K and with our MD&A included in the 2018 Form 10-K. We
believe the percentage relationship between net sales and major categories in
our consolidated statements of earnings, as well as the percentage change in the
associated dollar amounts, are relevant to an evaluation of our business.

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Fiscal 2019 and Fiscal 2018 Three Month Comparisons


                                                          Three Months Ended
                                                 November 3,               October 28,
                                                    2019                      2018
                                                           % of                      % of
dollars in millions                            $        Net Sales        $        Net Sales
Net sales                                  $ 27,223                  $ 26,302
Gross profit                                  9,387       34.5  %       9,151       34.8  %
Operating expenses:
Selling, general and administrative           4,942       18.2          4,808       18.3
Depreciation and amortization                   498        1.8            473        1.8
Total operating expenses                      5,440       20.0          5,281       20.1
Operating income                              3,947       14.5          3,870       14.7
Interest and other (income) expense:
Interest and investment income                  (22 )     (0.1 )          (25 )     (0.1 )
Interest expense                                302        1.1            249        0.9
Interest and other, net                         280        1.0            224        0.9
Earnings before provision for income taxes    3,667       13.5          3,646       13.9
Provision for income taxes                      898        3.3            779        3.0
Net earnings                               $  2,769       10.2  %    $  2,867       10.9  %


-----

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


                                                          Three Months 

Ended


                                                    November 3,        October 28,
Selected financial and sales data:                      2019              2018          % Change
Comparable sales (% change)                                 3.6%              4.8%            N/A
Comparable customer transactions (%
change) (1)                                                 1.8%              1.2%            N/A
Comparable average ticket (% change)
(1)                                                         1.8%              3.5%            N/A
Customer transactions (in millions)
(1)                                                        400.9             394.8           1.5%
Average ticket (1)                                $        66.36     $       65.11           1.9%
Sales per square foot (1)                         $       449.17     $      433.99           3.5%
Diluted earnings per share                        $         2.53     $        2.51           0.8%


-----

(1) Does not include results for Interline.




Sales. We assess our sales performance by evaluating both net sales and
comparable sales.
Net Sales. Net sales for the third quarter of fiscal 2019 increased 3.5% to
$27.2 billion from $26.3 billion in the third quarter of fiscal 2018. The
increase in net sales in the third quarter of fiscal 2019 primarily reflected
the impact of positive comparable sales driven by an increase in comparable
average ticket and comparable customer transactions. Online sales, which consist
of sales generated online through our websites for products picked up in our
stores or delivered to customer locations, represented 8.9% of net sales and
grew 21.9% during the third quarter of fiscal 2019. A stronger U.S. dollar
negatively impacted sales growth by $41 million in the third quarter of fiscal
2019.
Comparable Sales. Comparable sales is a measure that highlights the performance
of our existing locations and websites by measuring the change in net sales for
a period over the comparable prior-period of equivalent length. Comparable sales
includes sales at all locations, physical and online, open greater than 52 weeks
(including remodels and relocations) and excluding closed stores. Retail stores
become comparable on the Monday following their 365th day of operation.
Acquisitions, digital or otherwise, are included in comparable sales after we
own the acquired assets for more than 52 weeks. Comparable sales includes new
product and service offering sales that have been offered for more than 52
weeks. Comparable sales excludes prior-year sales of product and service
offerings that we have exited in the current period. Fiscal 2019 includes 52
weeks and fiscal 2018 included 53

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weeks. For our calculation of comparable sales in fiscal 2019, we will compare
weeks 1 through 52 in fiscal 2019 against weeks 2 through 53 in fiscal 2018.
Comparable sales is intended only as supplemental information and is not a
substitute for net sales presented in accordance with GAAP.
Total comparable sales increased 3.6% in the third quarter of fiscal 2019,
consisting of a 1.8% increase in comparable average ticket and a 1.8% increase
in comparable customer transactions. The increase in comparable sales reflected
a number of factors, including traffic growth across a number of our core
categories and the execution of our strategic efforts to drive an enhanced
interconnected experience in both the physical and digital worlds.
All of our departments posted positive comparable sales in the third quarter of
fiscal 2019 except for Electrical/Lighting and Lumber. Comparable sales for our
Appliances, Indoor Garden, Décor/Storage, Hardware, Tools, Outdoor Garden,
Paint, and Plumbing merchandising departments were above the Company average in
the third quarter of fiscal 2019. Comparable sales for Electrical/Lighting were
slightly negative due to the lengthening replacement cycle of light bulbs and
copper price deflation. Comparable sales for Lumber were negatively impacted by
commodity price deflation.
The difference between our comparable sales growth and total sales growth in the
third quarter of fiscal 2019 was due to the shift in our fiscal calendar as a
result of the 53rd week in fiscal 2018.
Gross Profit. Gross profit for the third quarter of fiscal 2019 increased 2.6%
to $9.4 billion from $9.2 billion in the third quarter of fiscal 2018. Gross
profit as a percent of net sales, or gross profit margin, was 34.5% in the third
quarter of fiscal 2019 compared to 34.8% for the third quarter of fiscal 2018.
The decrease in gross profit margin was primarily driven by higher shrink and a
change in product mix.
Operating Expenses. Our operating expenses are composed of SG&A and depreciation
and amortization.
Selling, General & Administrative. SG&A for the third quarter of fiscal 2019
increased 2.8% to $4.9 billion from $4.8 billion in the third quarter of fiscal
2018. As a percent of net sales, SG&A was 18.2% in the third quarter of fiscal
2019 compared to 18.3% for the third quarter of fiscal 2018, driven by expense
leverage resulting from positive comparable sales and continued expense control,
partially offset by expenses related to strategic investments in the business.
Depreciation and Amortization. Depreciation and amortization increased $25
million to $498 million in the third quarter of fiscal 2019 from $473 million in
the third quarter of fiscal 2018. As a percent of net sales, depreciation and
amortization was 1.8% in the third quarter of both fiscal 2019 and fiscal 2018,
reflecting strategic investments in the business, leverage resulting from
positive comparable sales, and timing of asset additions.
Interest and Other, net. Interest and other, net, was $280 million in the third
quarter of fiscal 2019 compared to $224 million in the third quarter of fiscal
2018. Interest and other, net, as a percent of net sales was 1.0% in the third
quarter of fiscal 2019 and 0.9% in the third quarter of fiscal 2018, with the
increase due primarily to higher interest expense resulting from higher debt
balances.
Provision for Income Taxes. Our combined effective income tax rate was 24.5% for
the third quarter of fiscal 2019 compared to 21.4% for the third quarter of
fiscal 2018. The increase in the provision for income taxes in the third quarter
of fiscal 2019 was primarily due to the nonrecurring tax benefits relating to
the Tax Act and the settlement of uncertain tax positions in the prior year.
Diluted Earnings per Share. Diluted earnings per share were $2.53 for the third
quarter of fiscal 2019 compared to $2.51 for the third quarter of fiscal 2018.

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Fiscal 2019 and Fiscal 2018 Nine Month Comparisons


                                                           Nine Months Ended
                                                 November 3,               October 28,
                                                    2019                      2018
                                                           % of                      % of
dollars in millions                            $        Net Sales        $        Net Sales
Net sales                                  $ 84,443                  $ 81,712
Gross profit                                 28,836       34.1  %      28,133       34.4  %
Operating expenses:
Selling, general and administrative          14,926       17.7         14,591       17.9
Depreciation and amortization                 1,470        1.7          1,390        1.7
Total operating expenses                     16,396       19.4         15,981       19.6
Operating income                             12,440       14.7         12,152       14.9
Interest and other (income) expense:
Interest and investment income                  (56 )     (0.1 )          (73 )     (0.1 )
Interest expense                                892        1.1            782        1.0
Interest and other, net                         836        1.0            709        0.9
Earnings before provision for income taxes   11,604       13.7         11,443       14.0
Provision for income taxes                    2,843        3.4          2,666        3.3
Net earnings                               $  8,761       10.4  %    $  8,777       10.7  %


-----

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


                                                               Nine Months 

Ended


Selected financial and sales data:                  November 3, 2019       October 28, 2018      % Change
Comparable sales (% change)                                     3.0%                   5.8%            N/A
Comparable customer transactions (%
change) (1)                                                     1.1%                   1.0%            N/A
Comparable average ticket (% change)
(1)                                                             1.9%                   4.7%            N/A
Customer transactions (in millions)
(1)                                                          1,246.4                1,226.0           1.7%
Average ticket (1)                                $            67.00     $            65.79           1.8%
Sales per square foot (1)                         $           464.68     $           449.94           3.3%
Diluted earnings per share                        $             7.96     $             7.63           4.3%


-----

(1) Does not include results for Interline.





Sales. We assess our sales performance by evaluating both net sales and
comparable sales.
Net Sales. For the first nine months of fiscal 2019, net sales increased 3.3% to
$84.4 billion from $81.7 billion in the first nine months of fiscal 2018. The
increase in net sales for the first nine months of fiscal 2019 primarily
reflected the impact of positive comparable sales driven by an increase in
comparable average ticket growth and comparable customer transactions. Online
sales, which consist of sales generated online through our websites for products
picked up in our stores or delivered to customer locations, represented 8.9% of
net sales and grew 21.6% during the first nine months of fiscal 2019. A stronger
U.S. dollar negatively impacted sales growth by $146 million in the first nine
months of fiscal 2019.
Comparable Sales. For the first nine months of fiscal 2019, total comparable
sales increased 3.0%, consisting of a 1.9% increase in comparable average ticket
and a 1.1% increase in comparable customer transactions.This increase reflected
a number of factors, including traffic growth across a number of our core
categories and the execution of our strategic efforts to drive an enhanced
interconnected experience in both the physical and digital worlds. Our
comparable average ticket increased 1.9% for the first nine months of fiscal
2019, due in part to big ticket purchases.
During the first nine months of fiscal 2019, all of our departments except for
Lumber and Electrical/Lighting posted positive comparable sales. Comparable
sales for our Appliances, Indoor Garden, Décor/Storage, Tools, Hardware,

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Outdoor Garden, Plumbing, Building Materials, and Paint merchandising
departments were above the Company average for the first nine months of fiscal
2019. Comparable sales for Electrical/Lighting were slightly negative due to the
lengthening replacement cycle and price deflation in light bulbs. Comparable
sales for Lumber were negatively impacted by commodity price deflation.
Gross Profit. For the first nine months of fiscal 2019, gross profit increased
$703 million to $28.8 billion from $28.1 billion in the first nine months of
fiscal 2018. Gross profit as a percent of net sales, or gross profit margin, was
34.1% in the first nine months of fiscal 2019 compared to 34.4% for the first
nine months of fiscal 2018. The decrease in gross profit margin was primarily
driven by higher shrink and a change in product mix.
Operating Expenses. Our operating expenses are composed of SG&A and depreciation
and amortization.
Selling, General & Administrative. SG&A increased $335 million to $14.9 billion
for the first nine months of fiscal 2019 from $14.6 billion in the first nine
months of fiscal 2018. As a percent of net sales, SG&A was 17.7% in the first
nine months of fiscal 2019 compared to 17.9% for the first nine months of fiscal
2018. The decrease in SG&A as a percent of net sales for the first nine months
of fiscal 2019 was primarily driven by expense leverage resulting from positive
comparable sales and continued expense control, partially offset by expenses
related to strategic investments in the business.
Depreciation and Amortization. Depreciation and amortization increased $80
million to $1.5 billion in the first nine months of fiscal 2019 from $1.4
billion in the first nine months of fiscal 2018. As a percent of net sales,
depreciation and amortization was unchanged at 1.7% for the first nine months of
both fiscal 2019 and fiscal 2018, reflecting strategic investments in the
business, leverage resulting from positive comparable sales, and timing of asset
additions.
Interest and Other, net. Interest and other, net was $836 million in the first
nine months of fiscal 2019, compared to $709 million for the first nine months
of fiscal 2018. As a percent of net sales, it was 1.0% for the first nine months
of fiscal 2019 compared to 0.9% for the first nine months of fiscal 2018. The
increase in interest and other, net as a percent of sales was due primarily to
higher interest expense resulting from higher debt balances.
Provision for Income Taxes. Our combined effective income tax rate was 24.5% for
the first nine months of fiscal 2019 compared to 23.3% for the first nine months
of fiscal 2018. The increase in the provision for income taxes in the first nine
months of fiscal 2019 was primarily due to nonrecurring tax benefits relating to
the Tax Act and the settlement of uncertain tax positions in the prior year.
Diluted Earnings per Share. Diluted earnings per share were $7.96 for the first
nine months of fiscal 2019, compared to $7.63 for the first nine months of
fiscal 2018.
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 ROIC is meaningful for investors and
management because it measures how effectively we deploy our capital base. We
define ROIC as NOPAT, a non-GAAP financial measure, for the most recent
twelve-month period, divided by average debt and equity. We define average debt
and equity as the average of beginning and ending long-term debt (including
current installments) and equity for the most recent twelve-month period.

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The calculation of ROIC, together with a reconciliation of NOPAT to net earnings (the most comparable GAAP measure), follows.


                                  Twelve Months Ended
                              November 3,     October 28,
dollars in millions              2019             2018
Net earnings                 $    11,105     $     10,556
Interest and other, net            1,101              955
Provision for income taxes         3,612            3,830
Operating income                  15,818           15,341
Income tax adjustment (1)         (3,845 )         (4,012 )
NOPAT                        $    11,973     $     11,329

Average debt and equity      $    26,520     $     26,857

ROIC                                45.1 %           42.2 %


-----

(1) Income tax adjustment is defined as operating income multiplied by our

effective tax rate for the trailing twelve months.




Additional Information
For information on accounting pronouncements that have impacted or are expected
to materially impact our consolidated financial condition, results of
operations, or cash flows, see   Note 1   to our consolidated financial
statements.
                        Liquidity and Capital Resources
Cash and Cash Equivalents
At November 3, 2019, we had $2.2 billion in cash and cash equivalents, of which
$1.8 billion was held by our foreign subsidiaries. We believe that our current
cash position, access to the long-term debt capital markets, cash flow generated
from operations, and funds available under our commercial paper programs 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 believe that we have the ability to obtain
alternative sources of financing.
As we continue our investments in the business, we expect capital expenditures
of approximately $2.7 billion in fiscal 2019.
Debt and Derivatives
We have commercial paper programs that allow for borrowings of up to $3.0
billion. All of our short-term borrowings in the first nine months of fiscal
2019 were under these commercial paper programs, and the maximum amount
outstanding at any time was $2.1 billion. In connection with these programs, we
have back-up credit facilities with a consortium of banks for borrowings up to
$3.0 billion, which consist of a five-year $2.0 billion credit facility
scheduled to expire in December 2022 and a 364-day $1.0 billion credit facility
scheduled to expire in December 2019. At November 3, 2019, we were in compliance
with all of the covenants contained in the credit facilities, and none are
expected to impact our liquidity or capital resources. At November 3, 2019, $695
million was outstanding under the commercial paper programs. We also issue
senior notes from time to time as part of our capital management strategy.
We use derivative financial instruments in the management of our exposure to
fluctuations in foreign currency exchange rates and interest rates on certain
long-term debt. See   Note 4   to our consolidated financial statements for
further discussion of our senior notes issuances and our derivative financial
instruments.
Share Repurchases
In February 2019, our Board of Directors authorized a new $15.0 billion share
repurchase program that replaced the previous authorization. In the first nine
months of fiscal 2019, we had cash payments of $3.9 billion for repurchases of
our common stock through ASR agreements and open market purchases.

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Cash Flows Summary
Operating Activities. Cash flow generated from operations provides us with a
significant source of liquidity. Our operating cash flows result primarily from
cash received from our customers, offset by cash payments we make for products
and services, employee compensation, operations, and occupancy costs.
Cash provided by or used in operating activities is also subject to changes in
working capital. Working capital at any point in time is subject to many
variables, including seasonality, inventory management and category expansion,
the timing of cash receipts and payments, vendor payment terms, and fluctuations
in foreign exchange rates.
Net cash provided by operating activities increased $628 million in the first
nine months of fiscal 2019 compared to the first nine months of fiscal 2018 and
was primarily driven by changes in working capital and deferred income taxes.
Investing Activities. Cash used in investing activities primarily reflected
capital expenditures from the continuation of our strategic investments in our
business of $1.9 billion during the first nine months of fiscal 2019 compared to
$1.7 billion of capital expenditures in the first nine months of fiscal 2018.
Financing Activities. Cash used in financing activities primarily reflected:
•      $4.5 billion of cash dividends paid, $3.9 billion of share repurchases,

$1.0 billion of net repayments of long-term debt, and $644 million of net

repayments of short-term debt, partially offset by $1.4 billion of net

proceeds from long-term debt in the first nine months of fiscal 2019, and

$5.5 billion of share repurchases, $3.5 billion of cash dividends paid,

and $1.2 billion of net repayments of long-term debt in the first nine

months of fiscal 2018.


                          Critical Accounting Policies
There were no changes during fiscal 2019 to our critical accounting policies as
disclosed in the 2018 Form 10-K. Our significant accounting policies are
disclosed in   Note 1   to our consolidated financial statements.
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. Additionally, we experience inflation and deflation
related to our purchase of certain commodity products. There have been no
material changes to our exposure to market risks from those disclosed in the
2018 Form 10-K.
Item 4. Controls and Procedures.
Under the direction and with the participation of our Chief Executive Officer
and Chief Financial Officer, we evaluated our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act) and concluded that our
disclosure controls and procedures were effective as of November 3, 2019. There
has been no change in our internal control over financial reporting during the
fiscal quarter ended November 3, 2019 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

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