The following discussion provides an analysis of the Company's financial
condition and results of operations from management's perspective and should be
read in conjunction with the consolidated financial statements and related notes
included in this report. The discussion in this Form 10-K generally focuses on
fiscal 2022 compared to fiscal 2021. A discussion of our results of operations
and changes in financial condition for fiscal 2021 compared to fiscal 2020 has
been excluded from this report, but can be found in   Part II, Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations   of our Form 10-K for fiscal 2021.

                               TABLE OF CONTENTS

  Executive Summary                          26
  Results of Operations                      27
  Liquidity and Capital Resources            29
  Critical Accounting Estimates              32

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                               EXECUTIVE SUMMARY

The following table presents highlights of our annual financial results:



                                                   Fiscal         Fiscal    

Fiscal


dollars in millions, except per share data          2022           2021           2020
Net sales                                        $ 157,403      $ 151,157      $ 132,110
Net earnings                                        17,105         16,433         12,866

Diluted earnings per share                       $   16.69      $   15.53      $   11.94

Net cash provided by operating activities $ 14,615 $ 16,571

    $  18,839
Payments for businesses acquired, net                    -            421   

7,780

Proceeds from long-term debt, net of discounts 6,942 2,979

7,933


Repayments of long-term debt                         2,491          1,532   

2,872




We reported net sales of $157.4 billion in fiscal 2022. Net earnings were $17.1
billion, or $16.69 per diluted share. During fiscal 2022, we opened two new
stores in the U.S. and four new stores in Mexico, and we lost one store in the
U.S. due to a fire, resulting in a total store count of 2,322 at January 29,
2023. At the end of fiscal 2022, a total of 315 of our stores, or 13.6% of our
total store count, were located in Canada and Mexico. Total sales per retail
square foot were $627.17 in fiscal 2022. Our inventory turnover ratio was 4.2
times at the end of fiscal 2022, compared to 5.2 times at the end of fiscal
2021. The decrease in our inventory turnover ratio was driven by an increase in
average inventory levels during fiscal 2022 resulting from strategic investments
to promote higher in-stock levels and pull forward merchandise in response to
ongoing global supply chain disruption, as well as continued investment in our
new supply chain facilities and carryover of some spring seasonal inventory.

We generated $14.6 billion of cash flow from operations and issued $6.9 billion
of long-term debt, net of discounts, during fiscal 2022. This cash flow,
together with cash on hand, was used to fund cash payments of $7.8 billion for
dividends and $6.7 billion for share repurchases. In addition, we repaid $2.5
billion of long-term debt and $1.0 billion of net short-term debt and funded
$3.1 billion in capital expenditures during fiscal 2022. In February 2023, we
announced a 10% increase in our quarterly cash dividend to $2.09 per share.

Our ROIC was 44.6% for fiscal 2022 and 44.7% for fiscal 2021. See the   Non-GAAP
Financial Measures   section below for our definition and calculation of ROIC,
as well as a reconciliation of NOPAT, a non-GAAP financial measure, to net
earnings (the most comparable GAAP financial measure).

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                             RESULTS OF OPERATIONS

The following table presents the percentage relationship between net sales and major categories in our consolidated statements of earnings:



                                                        Fiscal                                 Fiscal                                 Fiscal
                                                         2022                                   2021                                   2020
                                                                % of Net                               % of Net                               % of Net
dollars in millions                             $                 Sales                $                 Sales                $                 Sales
Net sales                                  $ 157,403                              $ 151,157                              $ 132,110
Gross profit                                  52,778                33.5  %          50,832                33.6  %          44,853                34.0  %
Operating expenses:
Selling, general and administrative           26,284                16.7             25,406                16.8             24,447                18.5
Depreciation and amortization                  2,455                 1.6              2,386                 1.6              2,128                 1.6

Total operating expenses                      28,739                18.3             27,792                18.4             26,575                20.1
Operating income                              24,039                15.3             23,040                15.2             18,278                13.8
Interest and other (income) expense:
Interest income and other, net                   (55)                  -                (44)                  -                (47)                  -
Interest expense                               1,617                 1.0              1,347                 0.9              1,347                 1.0
Interest and other, net                        1,562                 1.0              1,303                 0.9              1,300                 1.0
Earnings before provision for income taxes    22,477                14.3             21,737                14.4             16,978                12.9
Provision for income taxes                     5,372                 3.4              5,304                 3.5              4,112                 3.1
Net earnings                               $  17,105                10.9  %       $  16,433                10.9  %       $  12,866                 9.7  %


-----

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



                                                                                                                        % Change
                                              Fiscal               Fiscal               Fiscal                Fiscal                Fiscal
Selected financial and sales data:             2022                 2021                 2020             2022 vs. 2021          2021 vs. 2020
Comparable sales (% change)                       3.1  %              11.4  %              19.7  %                    N/A                   N/A
Comparable customer transactions (%
change) (1)                                      (5.4) %              (0.1) %               8.6  %                    N/A                   N/A
Comparable average ticket (% change) (1)          8.8  %              11.7  %              10.5  %                    N/A                   N/A
Customer transactions (in millions) (1)          1,666.4              1,759.7              1,756.3                (5.3) %                0.2  %
Average ticket (1) (2)                            $90.36               $83.04               $74.32                 8.8  %               11.7  %
Sales per retail square foot (1) (3)             $627.17              $604.74              $543.74                 3.7  %               11.2  %
Diluted earnings per share                        $16.69               $15.53               $11.94                 7.5  %               30.1  %


-----

(1)Does not include results for HD Supply, including the legacy Interline Brands business, which was integrated into HD Supply during the fourth quarter of fiscal 2021.

(2)Average ticket represents the average price paid per transaction and is used by management to monitor the performance of the Company, as it represents a primary driver in measuring sales performance.



(3)Sales per retail square foot represents sales divided by retail store square
footage. Sales per retail square foot is a measure of the efficiency of sales
based on the total square footage of our stores and is used by management to
monitor the performance of the Company's retail operations as an indicator of
the productivity of owned and leased square footage for these retail operations.

FISCAL 2022 COMPARED TO FISCAL 2021

Sales

We assess our sales performance by evaluating both net sales and comparable sales.

Net Sales. Net sales for fiscal 2022 increased $6.2 billion, or 4.1%, to $157.4
billion. The increase in net sales for fiscal 2022 primarily reflected the
impact of positive comparable sales driven by an increase in comparable average
ticket, partially offset by a decrease in comparable customer transactions. A
stronger U.S. dollar negatively impacted net sales by $339 million in fiscal
2022.

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Online sales, which consist of sales generated online through our websites and
mobile applications for products picked up at our stores or delivered to
customer locations, represented 14.2% of net sales and grew by 7.4% during
fiscal 2022 compared to fiscal 2021. The increase in online sales in fiscal 2022
was a result of customers continuing to leverage our digital platforms and
reflects our ongoing investments to enhance these platforms and related
fulfillment capabilities, which support our interconnected retail strategy.

Comparable Sales. Comparable sales is a measure that highlights the performance
of our existing locations and websites by measuring the change in net sales for
a period over the comparable prior-period of equivalent length. Comparable sales
includes sales at all locations, physical and online, open greater than 52 weeks
(including remodels and relocations) and excludes closed stores. Retail stores
become comparable on the Monday following their 52nd week of operation.
Acquisitions are typically included in comparable sales after they have been
owned for more than 52 weeks. Comparable sales is intended only as supplemental
information and is not a substitute for net sales presented in accordance with
GAAP.

Total comparable sales increased 3.1% in fiscal 2022, reflecting an 8.8%
increase in comparable average ticket, partially offset by a 5.4% decrease in
comparable customer transactions compared to fiscal 2021. The increase in
comparable average ticket was primarily driven by inflation, as well as demand
for new and innovative products. The decrease in comparable customer
transactions reflects the impact of macroeconomic factors during fiscal 2022,
including indications of price sensitivity to the broader inflationary
environment and a gradual shift in consumer spending from goods back to
services, resulting in transactions trending towards fiscal 2019, pre-COVID-19
pandemic levels.

For fiscal 2022, 10 of our 14 merchandising departments posted positive
comparable sales, led by Building Materials, Plumbing, Millwork, Paint,
Hardware, and Kitchen and Bath, which posted comparable sales above the Company
average. Our Indoor Garden, Outdoor Garden, Appliances, and Flooring departments
posted negative comparable sales.

Gross Profit



Gross profit increased $1.9 billion, or 3.8%, to $52.8 billion in fiscal 2022.
Gross profit as a percent of net sales, or gross profit margin, was 33.5% in
fiscal 2022 compared to 33.6% in fiscal 2021. The decrease in gross profit
margin was primarily driven by higher product and transportation costs, pressure
from shrink during the second half of the year, and investments in our supply
chain network, offset by the benefit from higher retail prices, along with
favorable product mix.

Operating Expenses

Our operating expenses are composed of SG&A and depreciation and amortization.



Selling, General & Administrative. SG&A increased $878 million, or 3.5%, to
$26.3 billion in fiscal 2022. As a percent of net sales, SG&A was 16.7% in
fiscal 2022 compared to 16.8% in fiscal 2021, primarily reflecting leverage from
a positive comparable sales environment and lower incentive compensation,
partially offset by wage investments for hourly associates and increased
operational costs, including planned investments designed to drive efficiencies
in our stores.

Depreciation and Amortization. Depreciation and amortization increased $69 million, or 2.9%, to $2.5 billion in fiscal 2022. As a percent of net sales, depreciation and amortization was 1.6% in both fiscal 2022 and fiscal 2021, reflecting leverage from a positive comparable sales environment, offset by increased depreciation expense from strategic investments in the business.

Interest and Other, net



Interest and other, net increased $259 million, or 19.9%, to $1.6 billion in
fiscal 2022. As a percent of net sales, interest and other, net, was 1.0% in
fiscal 2022 compared to 0.9% in fiscal 2021, primarily reflecting higher
interest expense due to higher debt balances and increased variable rate
interest on floating rate debt resulting from interest rate swaps, partially
offset by leverage from a positive comparable sales environment.

Provision for Income Taxes

Our combined effective income tax rate was 23.9% in fiscal 2022 compared to 24.4% in fiscal 2021. The decrease in our effective income tax rate in fiscal 2022 was driven by certain discrete tax benefits recognized in fiscal 2022.

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Diluted Earnings per Share

Diluted earnings per share were $16.69 in fiscal 2022 compared to $15.53 in fiscal 2021. The increase in diluted earnings per share for fiscal 2022 was primarily driven by higher net earnings during fiscal 2022, as well as lower diluted shares due to share repurchases.

NON-GAAP FINANCIAL MEASURES



To provide clarity on our operating performance, we supplement our reporting
with certain non-GAAP financial measures. However, this supplemental information
should not be considered in isolation or as a substitute for the related GAAP
measures. Non-GAAP financial measures presented herein may differ from similar
measures used by other companies.

Return on Invested Capital



We believe ROIC is meaningful for investors and management because it measures
how effectively we deploy our capital base. We define ROIC as NOPAT, a non-GAAP
financial measure, for the most recent twelve-month period, divided by average
debt and equity. We define average debt and equity as the average of beginning
and ending long-term debt (including current installments) and equity for the
most recent twelve-month period.

The following table presents the calculation of ROIC, together with a reconciliation of NOPAT to net earnings (the most comparable GAAP measure):



                                Fiscal         Fiscal         Fiscal
dollars in millions              2022           2021           2020
Net earnings                  $ 17,105       $ 16,433       $ 12,866
Interest and other, net          1,562          1,303          1,300
Provision for income taxes       5,372          5,304          4,112
Operating income                24,039         23,040         18,278
Income tax adjustment (1)       (5,745)        (5,622)        (4,423)
NOPAT                         $ 18,294       $ 17,418       $ 13,855

Average debt and equity       $ 41,055       $ 38,946       $ 33,964

ROIC                              44.6  %        44.7  %        40.8  %


-----

(1)Income tax adjustment is defined as operating income multiplied by our effective tax rate for the trailing twelve months.


                        LIQUIDITY AND CAPITAL RESOURCES

At January 29, 2023, we had $2.8 billion in cash and cash equivalents, of which
$825 million was held by our foreign subsidiaries. We believe that our current
cash position, cash flow generated from operations, funds available from our
commercial paper program, and access to the long-term debt capital markets
should be sufficient not only for our operating requirements, any required debt
payments, and satisfaction of other contractual obligations, but also to enable
us to invest in the business, fund dividend payments, and fund any share
repurchases through the next several fiscal years. In addition, we believe we
have the ability to obtain alternative sources of financing, if necessary.

Our material cash requirements include contractual and other obligations arising
in the normal course of business. These obligations primarily include long-term
debt and related interest payments, operating and finance lease obligations, and
purchase obligations. In addition to our cash requirements, we follow a
disciplined approach to capital allocation. This approach first prioritizes
investing in the business, followed by paying dividends, with the intent of then
returning excess cash to shareholders in the form of share repurchases. For
fiscal 2023, we plan to invest approximately $3 billion back into our business
in the form of capital expenditures, in line with our expectation of
approximately two percent of net sales on an annual basis. However, we may
adjust our capital expenditures to support the operations of the business, to
enhance long-term strategic positioning, or in response to the economic
environment, as necessary or appropriate. Capital expenditures were $3.1 billion
in fiscal 2022.

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During fiscal 2022, we paid cash dividends of $7.8 billion to shareholders. In
February 2023, we announced a 10% increase in our quarterly cash dividend from
$1.90 to $2.09 per share. We intend to pay a dividend in the future; however,
any future dividend is subject to declaration by the Board of Directors based on
our earnings, capital requirements, financial condition, and other factors
considered relevant by our Board of Directors.

In August 2022, our Board of Directors approved a $15.0 billion share repurchase
authorization that replaced the previous authorization of $20.0 billion, which
was approved in May 2021. This new authorization does not have a prescribed
expiration date. As of January 29, 2023, approximately $12.5 billion of the
$15.0 billion share repurchase authorization remained available. During fiscal
2022, we had cash payments of $6.7 billion for repurchases of our common stock
through open market purchases.

DEBT



In July 2022, we expanded our commercial paper program from $3.0 billion to $5.0
billion to further enhance our financial flexibility. All of our short-term
borrowings in fiscal 2022 were under our commercial paper program, and the
maximum amount outstanding at any time was $2.7 billion. In connection with our
program, we have back-up credit facilities with a consortium of banks. In July
2022, we also expanded the borrowing capacity under these back-up facilities
from $3.0 billion to $5.0 billion by entering into a five-year $3.5 billion
credit facility scheduled to expire in July 2027 and a 364-day $1.5 billion
credit facility scheduled to expire in July 2023. These facilities replaced our
previously existing five-year $2.0 billion credit facility, which was scheduled
to expire in December 2023, and our 364-day $1.0 billion credit facility, which
was scheduled to expire in December 2022. At January 29, 2023, there were no
borrowings outstanding under our commercial paper program, and we were in
compliance with all of the covenants contained in our credit facilities, none of
which are expected to impact our liquidity or capital resources.

We also issue senior notes from time to time as part of our capital management
strategy. In March 2022, we issued $4.0 billion of senior notes. The net
proceeds from this issuance were used for general corporate purposes, including
repayment of outstanding indebtedness and repurchases of shares of our common
stock. In September 2022, we issued an additional $3.0 billion of senior notes.
The net proceeds from this issuance were used for general corporate purposes,
including repurchases of shares of our common stock. During fiscal 2022, we
repaid $2.25 billion of senior notes. At January 29, 2023, we had an aggregate
principal amount of senior notes outstanding of $41.2 billion, with $1.0 billion
payable within 12 months. Future interest payments associated with these senior
notes total $24.9 billion, with $1.7 billion payable within 12 months, based on
current interest rates, which include the impact of our active interest rate
swap agreements.

The indentures governing our senior notes do not generally limit our ability to
incur additional indebtedness or require us to maintain financial ratios or
specified levels of net worth or liquidity. The indentures governing the notes
contain various customary covenants; however, none are expected to impact our
liquidity or capital resources. See   Note 4   to our consolidated financial
statements for further discussion of our debt arrangements.

LEASES



We use operating and finance leases largely to fund a portion of our real
estate, including our stores, distribution centers, and store support centers.
At January 29, 2023, we had aggregate lease obligations of $14.7 billion, with
$1.5 billion payable within 12 months. Aggregate lease obligations include $2.1
billion of obligations related to leases not yet commenced. See   Note 3   to
our consolidated financial statements for further discussion of our operating
and finance leases.

PURCHASE OBLIGATIONS AND OTHER



Purchase obligations include all legally binding contracts such as firm
commitments for inventory purchases, media and sponsorship spend, software and
license commitments, and legally binding service contracts. We issue inventory
purchase orders in the ordinary course of business, which are typically
cancellable by their terms, therefore we do not consider purchase orders that
are cancellable to be firm inventory commitments. At January 29, 2023, we had
aggregate purchase obligations of $1.8 billion, with $947 million payable within
12 months.

At January 29, 2023, we had aggregate liabilities for unrecognized tax benefits
totaling $643 million, none of which are expected to be paid in the next 12
months. The timing of payment, if any, associated with our long-term
unrecognized tax benefit liabilities is unknown. See   Note     5   to our
consolidated financial statements for further discussion of our unrecognized tax
benefits.

We have no material off-balance sheet arrangements.

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CASH FLOWS SUMMARY


                     [[Image Removed: hd-20230129_g5.jpg]]

Operating Activities



Cash flow generated from operations provides us with a significant source of
liquidity. Our operating cash flows result primarily from cash received from our
customers, offset by cash payments we make for products and services, associate
compensation, operations, occupancy costs, and income taxes. Cash provided by or
used in operating activities is also subject to changes in working capital.
Working capital at any point in time is subject to many variables, including
seasonality, inventory management and category expansion, the timing of cash
receipts and payments, vendor payment terms, and fluctuations in foreign
exchange rates.

Net cash provided by operating activities decreased by $2.0 billion in fiscal
2022 compared to fiscal 2021, primarily driven by changes in working capital,
slightly offset by an increase in net earnings. Changes in working capital were
driven by inventory management actions and the related timing of vendor
payments. These inventory management actions, which began in fiscal 2021 and
moderated during the second half of fiscal 2022, reflect strategic investments
in inventory to support the demand environment, promote higher in-stock levels,
and pull forward merchandise for seasonal events in response to global supply
chain disruption, as well as investments in our new supply chain facilities.

Investing Activities

Cash used in investing activities increased by $171 million in fiscal 2022 compared to fiscal 2021, primarily resulting from increased capital expenditures, partially offset by cash paid for an acquired business during fiscal 2021.

Financing Activities



Cash used in financing activities in fiscal 2022 primarily reflected $7.8
billion of cash dividends paid, $6.7 billion of share repurchases, $2.5 billion
of repayments of long-term debt, and $1.0 billion of net repayments of
short-term debt, partially offset by $6.9 billion of net proceeds from long-term
debt.

Cash used in financing activities in fiscal 2021 primarily reflected $14.8
billion of share repurchases, $7.0 billion of cash dividends paid, and $1.5
billion of repayments of long-term debt, partially offset by $3.0 billion of net
proceeds from long-term debt and $1.0 billion of net proceeds from short-term
debt. Fiscal 2021 reflected elevated share repurchase activity following the
temporary suspension of repurchases during fiscal 2020 in order to enhance our
liquidity position at the onset of the COVID-19 pandemic.

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                         CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements in accordance with GAAP
requires that we make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities,
and the reported amounts of revenues and expenses. Actual results could differ
from those estimates.

Our significant accounting policies are disclosed in   Note 1   to our
consolidated financial statements. The following discussion addresses our most
critical accounting estimates, which are those that are both important to the
representation of our financial condition and results of operations, and that
require significant judgment or use of significant assumptions or complex
estimates.

MERCHANDISE INVENTORIES



We value the majority of our inventory under the retail inventory method, using
the first-in, first-out method, with the remainder of our inventories valued
under a cost method. Under the retail inventory method, inventories are stated
at cost, which is determined by applying a cost-to-retail ratio to the retail
value of inventories.

The retail value of our inventory is adjusted as needed to reflect current
market conditions. Because these adjustments are based on current prevailing
market conditions, the value of our inventory approximates the lower of cost or
market. The valuation under the retail inventory method is based on a number of
factors such as markups, markdowns, and inventory losses (or shrink). As such,
there exists an inherent uncertainty in the final determination of
inventory cost and gross profit. We determine markups and markdowns based on the
consideration of a variety of factors such as current and anticipated demand,
customer preferences and buying trends, age of the merchandise, and weather
conditions.

We calculate shrink based on actual inventory losses identified as a result of
physical inventory counts during each fiscal period and estimated inventory
losses between physical inventory counts. The estimate for shrink occurring in
the interim period between physical inventory counts is calculated on a
store-specific basis and is primarily based on recent shrink results. A 10%
increase in the shrink rate used to estimate our inventory shrink reserve would
have increased cost of sales by approximately $113 million for fiscal 2022.
Historically, the difference between estimated shrink and actual inventory
losses has not been material to our annual financial results.

We do not believe there is a reasonable likelihood for a material change in the
estimates or assumptions we use to value our inventory under the retail
inventory method. We believe that the retail inventory method provides an
inventory valuation which approximates cost and results in valuing our inventory
at the lower of cost or market.

ADDITIONAL INFORMATION

For information on our accounting policies and on accounting pronouncements that have impacted or are expected to materially impact our financial condition, results of operations, or cash flows, see Note 1 to our consolidated financial statements.

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