SECURITIES AND EXCHANGE COMMISSION

THE HOME DEPOT, INC.



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)

(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.

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

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

~~1,195,554,970~~1,153,543,611 shares of common stock, $0.05 par value, as of May ~~16, 2017~~15, 2018

~~THE HOME DEPOT, INC. AND SUBSIDIARIES~~

~~INDEX TO FORM 10-Q~~

COMMONLY USED OR DEFINED TERMS



Term		Definition
~~Signatures~~ ASR		Accelerated share repurchase
ASU		Accounting Standards Update
Comparable sales		As defined in the 19Results of Operations - Sales section of MD&A
Exchange Act		Securities Exchange Act of 1934, as amended
~~Index~~FASB		Financial Accounting Standards Board
fiscal 2017		Fiscal year ended January 28, 2018 (includes 52 weeks)
fiscal 2018		Fiscal year ending February 3, 2019 (includes 53 weeks)
GAAP		U.S. generally accepted accounting principles
Interline		Interline Brands, Inc.
MD&A		Management's Discussion and Analysis of Financial Condition and Results of Operations
NOPAT		Net operating profit after tax
PLCC		Private label credit card
Restoration Plan		Home Depot FutureBuilder Restoration Plan
ROIC		Return on invested capital
SEC		Securities and Exchange Commission
Securities Act		Securities Act of 1933, as amended
SG&A		Selling, general, and administrative
Tax Act		2017 tax reform, commonly referred to ~~Exhibits~~as the Tax Cuts and Jobs Act of 2017
2017 Form 10-K	20	Annual Report on Form 10-K as filed with the SEC on March 22, 2018 for fiscal 2017

FORWARD-LOOKING STATEMENTS

Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral information we release, regarding our 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; issues related to the payment methods we accept; 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; management of relationships with our suppliers and vendors; 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; 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 and as also may be described from time to time in our future reports we file with the SEC. You should read such information in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. There also may be other factors that we cannot anticipate or that are not described 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 SEC.

PART I.I – FINANCIAL INFORMATION

Item 1.Financial ~~Statements~~Statements.

CONSOLIDATED BALANCE SHEETS



in millions, except per share data	April 29, 2018			January 28, 2018
Assets
Current assets:
Cash and cash equivalents	$	3,599		$	3,595
Receivables, net	2,296			1,952
Merchandise inventories	14,432			12,748
Other current assets	887			638
Total current assets	21,214			18,933
Property and equipment, net of accumulated depreciation of $19,668 at April 29, 2018 and $19,339 at January 28, 2018	21,928			22,075
Goodwill	2,281			2,275
Other assets	1,227			1,246
Total assets	$	46,650		$	44,529

Liabilities and Stockholders' Equity
Current liabilities:
Short-term debt	$	350		$	1,559
Accounts payable	9,726			7,244
Accrued salaries and related expenses	1,413			1,640
Sales taxes payable	730			520
Deferred revenue	1,911			1,805
Current installments of long-term debt	1,199			1,202
Other accrued expenses	2,804			2,224
Total current liabilities	18,133			16,194
Long-term debt, excluding current installments	24,244			24,267
Other long-term liabilities	2,586			2,614
Total liabilities	44,963			43,075

Common stock, par value $0.05; authorized: 10,000 shares; issued: 1,781 shares at April 29, 2018 and 1,780 shares at January 28, 2018; outstanding: 1,154 shares at April 29, 2018 and 1,158 shares at January 28, 2018	89			89
Paid-in capital	10,017			10,192
Retained earnings	41,221			39,935
Accumulated other comprehensive loss	(596		)	(566		)
Treasury stock, at cost, 627 shares at April 29, 2018 and 622 shares at January 28, 2018	(49,044		)	(48,196		)
Total stockholders’ equity	1,687			1,454
Total liabilities and stockholders’ equity	$	46,650		$	44,529

amounts in millions, except share and per share data April 30,
2017 January 29,
2017
ASSETS
Current Assets:
Cash and Cash Equivalents $ 3,565
$ 2,538
Receivables, net 2,164
2,029
Merchandise Inventories 13,609
12,549
Other Current Assets 558
608
Total Current Assets 19,896
17,724
Property and Equipment, at cost 40,656
40,426
Less Accumulated Depreciation and Amortization 18,867
18,512
Net Property and Equipment 21,789
21,914
Goodwill 2,095
2,093
Other Assets 1,164
1,235
Total Assets $ 44,944
$ 42,966
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-Term Debt $ —
$ 710
Accounts Payable 9,138
7,000
Accrued Salaries and Related Expenses 1,353
1,484
Sales Taxes Payable 710
508
Deferred Revenue 1,832
1,669
Income Taxes Payable 904
25
Current Installments of Long-Term Debt 544
542
Other Accrued Expenses 1,957
2,195
Total Current Liabilities 16,438
14,133
Long-Term Debt, excluding current installments 22,393
22,349
Other Long-Term Liabilities 1,916
1,855
Deferred Income Taxes 235
296
Total Liabilities 40,982
38,633
STOCKHOLDERS’ EQUITY
Common Stock, par value $0.05; authorized: 10 billion shares; issued: 1.778 billion shares at April 30, 2017 and 1.776 billion shares at January 29, 2017; outstanding: 1.197 billion shares at April 30, 2017 and 1.203 billion shares at January 29, 2017 89
88
Paid-In Capital 9,779
9,787
Retained Earnings 36,461
35,519
Accumulated Other Comprehensive Loss (923 ) (867 )
Treasury Stock, at cost, 581 million shares at April 30, 2017 and 573 million shares at January 29, 2017 (41,444 ) (40,194 )
Total Stockholders’ Equity 3,962
4,333
Total Liabilities and Stockholders’ Equity $ 44,944
$ 42,966

consolidated financial statements.

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended
amounts in millions, except per share data April 30,
2017 May 1,
2016
NET SALES $ 23,887
$ 22,762
Cost of Sales 15,733
14,971
GROSS PROFIT 8,154
7,791

Operating Expenses:

Selling, General and Administrative 4,361
4,281
Depreciation and Amortization 444
433
Total Operating Expenses 4,805
4,714

OPERATING INCOME

3,349
3,077
Interest and Other (Income) Expense:
Interest and Investment Income (13 ) (7 )
Interest Expense 254
244
Interest and Other, net 241
237

EARNINGS BEFORE PROVISION FOR
INCOME TAXES
3,108
2,840
Provision for Income Taxes 1,094
1,037
NET EARNINGS $ 2,014
$ 1,803

Basic Weighted Average Common Shares 1,198
1,247
BASIC EARNINGS PER SHARE

$ 1.68
$ 1.45
Diluted Weighted Average Common Shares 1,204
1,252
DILUTED EARNINGS PER SHARE

$ 1.67
$ 1.44
Dividends Declared per Share $ 0.89
$ 0.69



	Three Months Ended
in millions, except per share data	April 29, 2018			April 30, 2017
Net sales	$	24,947		$	23,887
Cost of sales	16,330			15,733
Gross profit	8,617			8,154
Operating expenses:
Selling, general and administrative	4,779			4,361
Depreciation and amortization	457			444
Total operating expenses	5,236			4,805
Operating income	3,381			3,349
Interest and other (income) expense:
Interest and investment income	(22		)	(13		)
Interest expense	261			254
Interest and other, net	239			241
Earnings before provision for income taxes	3,142			3,108
Provision for income taxes	738			1,094
Net earnings	$	2,404		$	2,014

Basic weighted average common shares	1,152			1,198
Basic earnings per share	$	2.09		$	1.68

Diluted weighted average common shares	1,158			1,204
Diluted earnings per share	$	2.08		$	1.67

Dividends declared per share	$	1.03		$	0.89

See accompanying ~~Notes~~notes to ~~Consolidated Financial Statements.~~consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended
amounts in millions April 30,
2017 May 1,
2016
Net Earnings $ 2,014
$ 1,803
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments (30 ) 309
Cash Flow Hedges, net of tax (25 ) 11
Other (1 ) —
Total Other Comprehensive (Loss) Income (56 ) 320
COMPREHENSIVE INCOME $ 1,958
$ 2,123



	Three Months Ended
in millions	April 29, 2018			April 30, 2017
Net earnings	$	2,404		$	2,014
Other comprehensive income (loss):
Foreign currency translation adjustments	(76		)	(30		)
Cash flow hedges, net of tax	28			(25		)
Other	18			(1		)
Total other comprehensive income (loss)	(30		)	(56		)
Comprehensive income	$	2,374		$	1,958

See accompanying ~~Notes~~notes to ~~Consolidated Financial Statements.~~consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended
amounts in millions April 30,
2017 May 1,
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 2,014
$ 1,803
Reconciliation of Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization 505
486
Stock-Based Compensation Expense 81
72
Changes in Assets and Liabilities:
Receivables, net (145 ) (57 )
Merchandise Inventories (1,051 ) (1,319 )
Other Current Assets 51
44
Accounts Payable and Accrued Expenses 2,062
1,828
Deferred Revenue 166
30
Income Taxes Payable 877
844
Deferred Income Taxes (65 ) (78 )
Other 69
(17 )
Net Cash Provided by Operating Activities 4,564
3,636

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital Expenditures (458 ) (325 )
Proceeds from Sales of Property and Equipment 13
4
Net Cash Used in Investing Activities (445 ) (321 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of Short-Term Debt, net (710 ) (350 )
Proceeds from Long-Term Debt, net of discounts —
2,989
Repayments of Long-Term Debt (11 ) (3,012 )
Repurchases of Common Stock (1,289 ) (1,157 )
Proceeds from Sales of Common Stock 31
29
Cash Dividends Paid to Stockholders (1,069 ) (862 )
Other Financing Activities (33 ) 25
Net Cash Used in Financing Activities (3,081 ) (2,338 )

Change in Cash and Cash Equivalents
1,038
977
Effect of Exchange Rate Changes on Cash and Cash Equivalents (11 ) 64
Cash and Cash Equivalents at Beginning of Period 2,538
2,216
Cash and Cash Equivalents at End of Period $ 3,565
$ 3,257



	Three Months Ended
in millions	April 29, 2018			April 30, 2017
Cash Flows from Operating Activities:
Net earnings	$	2,404		$	2,014
Reconciliation of net earnings to net cash provided by operating activities:
Depreciation and amortization	532			505
Stock-based compensation expense	84			81
Changes in assets and liabilities, net of acquisition effects:
Receivables, net	(319		)	(145		)
Merchandise inventories	(1,687		)	(1,051		)
Other current assets	(250		)	51
Accounts payable and other accrued expenses	2,532			2,062
Income taxes payable	547			877
Deferred revenue	208			166
Deferred income taxes	(9		)	(65		)
Other	(61		)	69
Net cash provided by operating activities	3,981			4,564

Cash Flows from Investing Activities:
Capital expenditures	(556		)	(458		)
Proceeds from sales of property and equipment	8			13
Net cash used in investing activities	(548		)	(445		)

Cash Flows from Financing Activities:
Repayments of short-term debt, net	(1,209		)	(710		)
Repayments of long-term debt	(10		)	(11		)
Repurchases of common stock	(1,121		)	(1,289		)
Proceeds from sales of common stock	14			31
Cash dividends	(1,189		)	(1,069		)
Other financing activities	115			(33		)
Net cash used in financing activities	(3,400		)	(3,081		)
Change in cash and cash equivalents	33			1,038
Effect of exchange rate changes on cash and cash equivalents	(29		)	(11		)
Cash and cash equivalents at beginning of period	3,595			2,538
Cash and cash equivalents at end of period	$	3,599		$	3,565

Supplemental Disclosures:
Cash paid for interest, net of interest capitalized	$	339		$	321
Cash paid for income taxes	119			135

See accompanying ~~Notes~~notes to ~~Consolidated Financial Statements.~~consolidated financial statements.

~~Table of Contents~~

~~THE HOME DEPOT, INC. AND SUBSIDIARIES~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Basis of Presentation

The accompanying ~~Consolidated Financial Statements~~consolidated financial statements of The Home Depot, Inc. and ~~Subsidiaries~~its subsidiaries (the ~~"Company"~~"Company," "Home Depot," "we," "our" or "us") 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")~~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 financial statements should be read in conjunction with the ~~Consolidated Financial Statements~~consolidated financial statements and notes thereto included in our 2017 Form 10-K.

There were no significant changes to our significant accounting policies as disclosed in the ~~Company's Annual Report on~~2017 Form 10-K, except as set forth below.

We recognize revenue, net of expected returns and sales tax, at the time the customer takes possession of merchandise, or when a service is performed. The liability for sales returns, including the impact to gross profit, is estimated based on historical return levels, and recognized at the transaction price. We also recognize a return asset, and corresponding adjustment to cost of sales, for our right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and return assets.

Net sales include services revenue generated through a variety of installation, home maintenance, and professional service programs. In these programs, the customer selects and purchases material for a project, and we provide or arrange for professional installation. These programs are offered through our stores and in-home sales programs. Under certain programs, when we provide or arrange for the ~~year ended~~ installation of a project and the subcontractor provides material as part of the installation, both the material and labor are included in services revenue. We recognize this revenue when the service for the customer is complete, which is not materially different from recognizing the revenue over the service period as the substantial majority of our services are completed within one week.

For merchandise sold in one of our stores or online, tender is accepted at the point of sale. For services, we generally accept tender upon completion of the job. When we receive payment from customers before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue until the sale or service is complete. Such performance obligations are part of contracts with expected original durations of three months or less. We further record deferred revenue for the sale of gift cards and recognize the associated revenue upon the redemption of those gift cards in net sales. Gift card breakage income (estimated non-redeemed gift card balance) is recognized in proportion to the redemption pattern of rights exercised by the customer. For merchandise sold to customers to whom we directly extend credit, collection of tender is typically expected within three months or less from the time of purchase. We also have agreements with third-party service providers who directly extend credit to customers and manage our PLCC program. The deferred interest charges we incur for our deferred financing programs offered to our customers, interchange fees charged to us for our customers’ use of the cards, and any profit sharing with the third-party service providers are included in net sales.

Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network and online fulfillment centers.

Recently Adopted Accounting Pronouncements

ASU No. 2014-09.In May 2014, the FASB issued a new standard related to revenue recognition. Under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On January 29, ~~2017, as filed with~~2018, we adopted ASU No. 2014-09 using the ~~Securities and Exchange Commission on March 23, 2017 (the "2016 Form 10-K").~~modified retrospective transition method.

~~Valuation Reserves~~

In preparation for implementation of the standard, we concluded on key accounting assessments and then implemented internal controls and updated processes to appropriately recognize and present the associated financial information. Based on these efforts, we determined that the adoption of ASU No. 2014-09 changes the presentation of (i) certain expenses and cost reimbursements associated with our PLCC program (now recognized in net sales), (ii) certain expenses related to the sale of gift cards to customers (now recognized in operating expense), and (iii) gift card breakage income (now recognized in net sales). We also have changed our recognition of gift card breakage income to be recognized proportionately as redemption occurs, rather than based on historical redemption patterns.

In addition, the adoption of ASU No. 2014-09 requires that we recognize our sales return allowance on a gross basis rather than as a net liability. As such, we now recognize (i) a return asset for the right to recover the goods returned by the customer, measured at the former carrying amount of ~~April 30, 2017~~the goods, less any expected recovery costs (recorded as an increase to other current assets) and (ii) a return liability for the amount of expected returns (recorded as an increase to other accrued expenses and a decrease to receivables, net).

We applied ASU No. 2014-09 only to contracts that were not completed prior to fiscal 2018. The cumulative effect of initially applying ASU No. 2014-09 was a $75 million increase to the opening balance of retained earnings as of January 29, ~~2017~~,2018. The comparative prior period information continues to be reported under the ~~valuation allowances~~accounting standards in effect during those periods. We expect the impact of the adoption to be immaterial to our financial position, results of operations, and cash flows on an ongoing basis.

The effect of the adoption of ASU No. 2014-09 on our consolidated balance sheet as of April 29, 2018, follows.



in millions	As Reported		ASU No. 2014-09 Effect ⁽¹⁾			Excluding ASU No. 2014-09 Effect
Receivables, net	$	2,296	$	(46	)	$	2,342
Other current assets	887		269			618
Other accrued expenses	2,804		223			2,581

—————

(1) Does not include the cumulative effect of initially applying ASU No. 2014-09 to our consolidated balance sheet as adjusted as of January 29, 2018.

The effect of the adoption of ASU No. 2014-09 on our consolidated statement of earnings for ~~Merchandise Inventories~~the three months ended April 29, 2018 follows.



in millions	As Reported		ASU No. 2014-09 Effect			Excluding ASU No. 2014-09 Effect
Net sales	$	24,947	$	33		$	24,914
Cost of sales	16,330		(98		)	16,428
Gross profit	8,617		131			8,486
Selling, general and administrative	4,779		131			4,648

ASU No. 2016-16.In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize the income tax consequences of an intercompany transfer of assets other than inventory when the transfer occurs. An entity will continue to recognize the income tax consequences of an intercompany transfer of inventory when the inventory is sold to a third party.

On January 29, 2018, we adopted ASU No. 2016-16 using the modified retrospective transition method with no impact on our consolidated financial statements. We expect the impact of the adoption to be immaterial to our financial position, results of operations, and ~~uncollectible Receivables were not material.~~cash flows on an ongoing basis.

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~~2017 Form 10-K are either not applicable or will not have or are not expected to have a material impact on ~~the Company.~~ us.

~~On January 30, 2017,~~No sales to an individual customer or country other than the ~~Company adopted ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". Upon adoption~~U.S. accounted for more than 10% 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.

~~Table of Contents~~

~~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 $65 million of excess tax benefits related to share-based payment awards in its provision for income taxes~~net sales during the first quarter of fiscal ~~2017. The recognition of these benefits contributed $0.05 to Diluted Earnings per Share.~~2018. Net sales, classified by geography, for the three months ended April 29, 2018 follow.



in millions
Net sales – in the U.S.	$	23,043
Net sales – outside the U.S.	1,904
Net sales	$	24,947

Net sales by products and services for the three months ended April 29, 2018 follow.



in millions
Net sales – products	$	23,735
Net sales – services	1,212
Net sales	$	24,947

Major product lines, as well as the associated merchandising departments (and related services) for the three months ended April 29, 2018 follow.



Major Product Line		Merchandising Departments
Building Materials		Building Materials, Electrical, Lighting, Lumber, Millwork, and Plumbing
Décor		Appliances, Décor, Flooring, Kitchen and Bath, and Paint
Hardlines		Hardware, Indoor Garden, Outdoor Garden, and Tools

Net sales by major product lines for the three months ended April 29, 2018 follow.



in millions
Building Materials	$	9,326
Hardlines	8,415
Décor	7,206
Net sales	$	24,947

On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. For the three months ended April 29, 2018, our accounting for the Tax Act is incomplete. As disclosed in our 2017 Form 10-K, however, we were able to reasonably estimate certain effects and, therefore, recorded provisional adjustments associated with the deemed repatriation transition tax and remeasurement of deferred tax assets and liabilities. We have not made any measurement-period adjustments related to these items during the first quarter of fiscal 2018 because we have not finalized the following items: the earnings and profits of the relevant subsidiaries, deemed repatriation of deferred foreign income, and prior year deferred tax activity. We are continuing to gather additional information to complete our accounting for these items and expect to complete our accounting within the one-year time period provided by SAB 118. Any adjustment to these amounts during the measurement period will be recorded in income tax expense in the period in which the analysis is complete.

The Tax Act also creates a new requirement that certain income (i.e., global intangible low-taxed income or "GILTI") earned by controlled foreign corporations ("CFCs") must be included currently in the gross income of the CFCs’ U.S. shareholder. Due to the complexity of the new GILTI tax rules, we are not yet able to reasonably estimate the long-term effects of this provision. Therefore, we have not recorded any potential deferred tax effects related to GILTI in our consolidated financial statements and have not made a policy decision regarding whether to record deferred taxes on GILTI or use the period cost method. We have, however, included an estimate of the current GILTI impact in our annual effective tax rate for fiscal 2018.

Accelerated Share Repurchase Agreements

We enter into ASR agreements from time to time with third-party financial institutions to repurchase shares of our common stock. These agreements are structured as outlined in the 2017 Form 10-K. The terms of the ASR agreement entered into during the first three months of fiscal 2018 follow (in millions).



Agreement Date	Settlement Date	Agreement Amount	Initial Shares Delivered	Additional Shares Delivered	Total Shares Delivered
Q1 2018 ⁽¹⁾	Q2 2018 ⁽²⁾	$750	3.4	0.8	4.2

See Note 6 to the consolidated financial statements in the 2017 Form 10-K for further discussion.

The ~~carrying amount of Cash and Cash Equivalents, Receivables and Accounts Payable reported in the Company's Consolidated Balance Sheets approximates~~ fair value ~~due~~of an asset is considered to ~~their short-term maturities.~~be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, rather than the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

~~The following table presents the assets~~Assets and liabilities ~~if any, of the Company~~ that are measured at fair value on a recurring basis ~~(amounts in millions):~~

Fair Value at April 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 $ —
$ 221
$ —
$ —
$ 271
$ —



	Fair Value at April 29, 2018 Using					Fair Value at January 28, 2018 Using
amounts in millions	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	$	$	200		$	$	$	235		$
Derivative agreements - liabilities	—	(29		)	—	—	(12		)	—
Total	$	$	171		$	$	$	223		$

~~The Company uses~~We use derivative financial instruments from time to time in the management of ~~its~~our interest rate exposure on ~~certain Long-Term Debt~~long-term debt and ~~its~~our exposure toon foreign currency fluctuations. The fair value of our derivative financial instruments was measured using observable market information (level 2).

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The carrying amounts of cash and cash equivalents, receivables, short-term debt, and accounts payable approximate fair value due to the short-term maturities of these financial instruments.

Long-lived assets and other intangible 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 three months of fiscal~~ ~~2017~~ ~~and~~ ~~2016~~ ~~were not material.~~

The aggregate fair values and carrying values of ~~the Company's~~our senior notes ~~were as follows (amounts in billions):~~follow.

April 30, 2017 January 29, 2017

Fair Value
(Level 1)

Carrying
Value

Fair Value
(Level 1)

Carrying
Value
Senior notes $ 24.0
$ 22.0
$ 23.6
$ 22.0



	April 29, 2018				January 28, 2018
in millions	Fair Value (Level 1)		Carrying Value		Fair Value (Level 1)		Carrying Value
Senior notes	$	25,545	$	24,469	$	26,617	$	24,485

The reconciliation of our basic to diluted weighted average common shares follows.



	Three Months Ended
in millions	April 29, 2018	April 30, 2017
Basic weighted average common shares	1,152	1,198
Effect of potentially dilutive securities	6	6
Diluted weighted average common shares	1,158	1,204



Anti-dilutive securities excluded from diluted weighted average common shares ⁽¹⁾	—	1

—————

(1) Represent options that were granted under our employee stock plans to purchase shares of our common stock.

~~BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES~~

The following table present 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 (amounts in millions):

Three Months Ended
April 30,
2017 May 1,
2016
Basic Weighted Average Common Shares 1,198
1,247
Effect of potentially dilutive securities - stock plans 6
5
Diluted Weighted Average Common Shares 1,204
1,252

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

~~Table of Contents~~

~~THE HOME DEPOT, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~As previously reported,~~We are involved in litigation arising in the ~~third quarter~~normal course 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 respectbusiness. In management’s opinion, any such litigation is not expected 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 quarter 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~~our consolidated financial condition, results of operations, or cash ~~flows in future periods.~~flows.

~~The~~To the Stockholders and Board of Directors ~~and Stockholders~~

The Home Depot, Inc.:

Results of Review of Interim Financial Information

We have reviewed the Consolidated Balance Sheet of The Home Depot, Inc. and ~~subsidiaries~~Subsidiaries (the "Company") as of April ~~30, 2017~~29, 2018, ~~and~~ the related Consolidated Statements of Earnings, Comprehensive Income, and Cash Flows for the three-month periods ended April 29, 2018 and April 30, 2017, and ~~May 1, 2016. These~~the related notes (collectively, the "Consolidated Interim Financial Information"). Based on our reviews, we are not aware of any material modifications that should be made to the Consolidated Interim Financial ~~Statements are the responsibility of the Company's management.~~Information for it to be in conformity with U.S. generally accepted accounting principles.

We ~~conducted our reviews~~have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). ("PCAOB"), the Consolidated Balance Sheet of the Company as of January 28, 2018, 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 22, 2018, 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 28, 2018, is fairly stated, in all material respects, in relation to the Consolidated Balance Sheet from which it has been derived.

Basis for Review Results

This Consolidated Interim Financial Information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States),~~PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

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.~~

May ~~22, 2017~~21, 2018

Our MD&A includes the following sections:

~~FORWARD-LOOKING STATEMENTS~~Executive Summary

~~Certain statements contained herein regarding~~Highlights of our ~~future~~financial 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 Interline Brands, Inc. ("Interline") into our organization and the ability to recognize the anticipated synergies and benefits of the acquisition.

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.

~~EXECUTIVE SUMMARY AND SELECTED FINANCIAL AND OPERATING DATA~~

~~Net Sales increased 4.9% to $23.9 billion~~ for the first quarter of fiscal ~~2017 from $22.8~~2018 follow.



dollars in millions, except per share data	Three Months Ended
dollars in millions, except per share data	April 29, 2018			April 30, 2017
Net sales	$	24,947		$	23,887
Net earnings	2,404			2,014
Effective tax rate	23.5		%	35.2		%

Diluted earnings per share	$	2.08		$	1.67

Net cash provided by operating activities	$	3,981		$	4,564
Repurchases of common stock	1,121			1,289

We reported net sales of $24.9 billion ~~for the first quarter of fiscal 2016. Our total comparable store sales increased 5.5%~~ in the first quarter of fiscal ~~2017, driven by a 3.9% increase in our comparable~~2018. Net earnings were $2.4 billion, or $2.08 per diluted share.

We opened one new store ~~average ticket and a 1.5% increase in our comparable store customer transactions. Comparable store sales for our U.S. stores increased 6.0%~~ in the ~~first quarter of fiscal 2017.~~

For the first quarter of fiscal 2017, we reported Net Earnings of $2.0 billion and Diluted Earnings per Share of $1.67 compared to Net Earnings of $1.8 billion and Diluted Earnings per Share of $1.44 for the first quarter of fiscal 2016. The results for the first quarter of fiscal 2017 included a $65 million benefit 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 $0.05 to Diluted Earnings per Share for the first quarter of fiscal 2017. See Note 2 to the Consolidated Financial Statements included in this report.

~~In the first quarter 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 quarter of fiscal 2017, we continued to connect our associates to the needs of our customers by empowering our associates to deliver excellent customer service, enabled by differentiated staffing models, tools and organizational support. We also continued to connect our stores to our online properties, and our online properties to our stores, to provide a frictionless customer experience across all channels. In the first quarter of fiscal 2017, we continued the roll out of Interline's product catalog to our stores, which is now operational in over 1,500 U.S. ~~stores, and the capability to accept payment that is linked to existing Interline customer accounts.~~

We also leveraged our digital assets to better understand our customers and meet their needs through targeted online offerings and localized online experiences. We simplified and expedited our online checkout process, effectively reducing our customers'

checkout time, and we are seeing increased sales, conversion rates and customer satisfaction scores. Sales from our online channels increased 22.8% for the first quarter of fiscal 2017 compared to the same period last year, and represented 6.6% of our total Net Sales for the first quarter of fiscal 2017.

~~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 quarter 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 quarter 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 authorized a new $15.0 billion share repurchase program that replaced the previous authorization. Under the program, we repurchased a total of 8.5 million shares of our common stock for $1.2 billion through the open market during the first quarter of fiscal ~~2017. Also in February 2017, our Board of Directors increased our targeted dividend payout ratio to 55% of Diluted Earnings per Share for fiscal 2016.~~

~~We opened two new stores in the U.S. and one new store in Mexico during the first quarter of fiscal 2017,~~2018, for a total store count of ~~2,281~~2,285 at the end of the quarter. As of April 29, 2018, a total of 304 of our stores, or 13.3%, were located in Canada and Mexico. Total sales per square foot were $412.03 in the first quarter of fiscal 2018, and our inventory turnover ratio was 4.9 times at the end of the first quarter of fiscal ~~2017,~~2018.

During the first quarter of fiscal 2018, we repurchased a total of ~~302~~4.7 million shares of our ~~stores, or 13.2%, were located~~common stock for $1.0 billion through an ASR agreement and open market transactions. In February 2018, we announced a 15.7% increase in ~~Canada and Mexico.~~our quarterly cash dividend to $1.03 per share.

We generated ~~$4.6~~$4.0 billion of cash flow from operations in the first quarter of fiscal ~~2017.~~2018. This cash flow was used to pay $1.2 billion of dividends, repay $1.2 billion of short-term borrowings, fund cash payments of ~~$1.3~~$1.1 billion for share repurchases, ~~pay $1.1 billion of dividends, repay $710 million of short-term debt~~ and fund ~~$458~~$556 million in capital expenditures.

Our ~~inventory turnover ratio~~ROIC was 4.8 times at the end of the first quarter of both fiscal 2017 and 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 32.3%36.0% for the first quarter of fiscal ~~2017 compared to 29.2%~~2018. See the "Non-GAAP Financial Measures" section below for ~~the first quarter~~our definition and calculation of ~~fiscal 2016. For~~ROIC, as well as a reconciliation of NOPAT, a non-GAAP financial measure, to net ~~operating profit after tax to Net Earnings,~~earnings, the most comparable GAAP financial ~~measure, and our calculation of return on invested capital, see "Non-GAAP Financial Measures" below.~~measure.

Results of Operations

The tables and discussion below should be read in conjunction with our consolidated financial statements and related notes included in this report and in our MD&A included in our 2017 Form 10-K. We believe the percentage relationship between ~~Net Sales~~net sales and ~~the~~ major categories in ~~the Consolidated Statements~~our consolidated statements of ~~Earnings and~~earnings, as well as the percentage change in the associated dollar amounts, ~~of each of these items as well as the selected sales data presented below~~ are ~~important in evaluating the performance~~relevant to an evaluation of our ~~business operations.~~business.

% of Net Sales
Three Months Ended
April 30, 2017 May 1, 2016
% Increase (Decrease)
in Dollar Amounts
NET SALES 100.0 % 100.0 % 4.9 %
GROSS PROFIT 34.1
34.2
4.7
Operating Expenses:
Selling, General and Administrative 18.3
18.8
1.9
Depreciation and Amortization 1.9
1.9
2.5
Total Operating Expenses 20.1
20.7
1.9

OPERATING INCOME 14.0
13.5
8.8
Interest and Other (Income) Expense:
Interest and Investment Income (0.1 ) —
85.7
Interest Expense 1.1
1.1
4.1
Interest and Other, net 1.0
1.0
1.7

EARNINGS BEFORE PROVISION FOR INCOME TAXES 13.0
12.5
9.4
Provision for Income Taxes 4.6
4.6
5.5
NET EARNINGS 8.4 % 7.9 % 11.7 %

SELECTED SALES DATA⁽¹⁾

Number of Customer Transactions
(in millions)
380.8
374.8
1.6 %
Average Ticket $ 62.39
$ 60.03
3.9 %
Sales per Square Foot $ 394.17
$ 376.73
4.6 %
Comparable Store Sales Increase (%)⁽²⁾
5.5 % 6.5 % N/A
Online Sales (% of Net Sales)⁽³⁾
6.6 % 5.7 % 22.8 %



	Three Months Ended
	April 29, 2018					April 30, 2017
dollars in millions	$			% of Net Sales		$			% of Net Sales
Net sales	$	24,947				$	23,887
Gross profit	8,617			34.5	%	8,154			34.1	%
Operating expenses:
Selling, general and administrative	4,779			19.2		4,361			18.3
Depreciation and amortization	457			1.8		444			1.9
Total operating expenses	5,236			21.0		4,805			20.1
Operating Income	3,381			13.6		3,349			14.0
Interest and other (income) expense:
Interest and investment income	(22		)	(0.1	)	(13		)	(0.1	)
Interest expense	261			1.0		254			1.1
Interest and other, net	239			1.0		241			1.0
Earnings before provision for income taxes	3,142			12.6		3,108			13.0
Provision for income taxes	738			3.0		1,094			4.6
Net earnings	$	2,404		9.6	%	$	2,014		8.4	%

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



	Three Months Ended
Selected financial and sales data:	April 29, 2018		April 30, 2017		% Change
Comparable sales (% change) ⁽¹⁾	4.2%		5.5%		N/A
Comparable customer transactions (% change) ⁽²⁾	(1.5)%		1.5%		N/A
Comparable average ticket (% change) ⁽²⁾	5.8%		3.9%		N/A
Customer transactions (in millions) ⁽²⁾	375.9		380.8		(1.3)%
Average ticket ⁽²⁾	$	66.02	$	62.39	5.8%
Sales per square foot ⁽²⁾	$	412.03	$	394.17	4.5%
Diluted earnings per share	$	2.08	$	1.67	24.6%

—————


(1)	~~Selected Sales Data~~The calculation for the three months ended April 30, 2017 does not include results for Interline, which was acquired in the ~~third quarter of~~ fiscal ~~2015.~~year ended January 31, 2016.

(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~~Does not ~~a substitute~~include results 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.~~Interline.

~~N/A – Not Applicable~~First Quarter of Fiscal 2018 Compared to First Quarter of Fiscal 2017

~~RESULTS OF OPERATIONS~~Sales. We assess our sales performance by evaluating both net sales and comparable sales.

Net Sales. Net sales for the first quarter of fiscal 2018 increased 4.4% to $24.9 billion from $23.9 billion for the first quarter of fiscal 2017. The increase in net sales in the first quarter of fiscal 2018 primarily reflected the impact of positive comparable sales driven by a 5.8% increase in comparable average ticket and a benefit of $33 million resulting from the adoption of ASU No. 2014-09, partially offset by a decline in customer transactions. See Note 1 to our consolidated financial statements for further discussion.

Comparable Sales. Comparable sales is a measure that highlights the performance of our existing locations and websites by measuring the change in 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 after we own them for greater than 52 weeks (with the exception of Interline, which is excluded from comparable sales for periods prior to 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 ~~4.9% to $23.9 billion from $22.8 billion for~~4.2% in the first quarter of fiscal ~~2016~~2018. The increase in ~~Net Sales for the first quarter of fiscal 2017 primarily reflects the impact of positive~~ comparable ~~store~~ sales driven by average ticket growth and increased customer transactions. The increase in Net Sales was partially offset by pressure from foreign currency fluctuations, which negatively impacted total sales growth by $71 million in the first quarter of fiscal ~~2017~~.

~~Total comparable store sales increased 5.5% for the~~ ~~first~~ ~~quarter of fiscal~~ ~~2017, which~~ reflects a number of factors, including the execution of our strategy and broad-based growth across our ~~stores. All~~stores and online. Online sales, which consist of sales generated online through our ~~departments posted positive comparable store~~websites for products picked up in our stores or delivered to customer locations, represented 7.6% of net sales ~~for~~and grew 20.2% during the first quarter of fiscal ~~2017.~~2018. All of our departments, except for three, posted positive comparable sales in the first quarter of fiscal 2018. Comparable ~~store~~ sales for our Appliances, Electrical, Lumber, Décor, Tools, Plumbing, Flooring, ~~Tools, Electrical, Plumbing, Décor,~~Millwork, Building Materials, Kitchen and Bath, Paint, and ~~Indoor Garden product categories~~Hardware merchandising departments were above or at the Company average ~~for~~in the first quarter of fiscal ~~2017. Further,~~2018. Comparable sales in our Indoor and Outdoor Garden merchandising departments were negatively impacted by extreme winter weather in the quarter, while comparable ~~store~~sales for Lighting were lower due to LED price deflation. Our comparable average ticket increased ~~3.9% for~~5.8% during the first quarter of fiscal ~~2017,~~2018, due in part to strong sales in big ticket purchases in certain merchandising departments, such as ~~appliances, flooring and roofing, offset~~Appliances.

Gross Profit.Gross profit increased 5.7% to $8.6 billion in ~~part by pressure~~the first quarter of fiscal 2018 from ~~foreign currency fluctuations. Our comparable store customer transactions increased 1.5%~~$8.2 billion in the first quarter of fiscal 2017. Gross profit as a percent of net sales, or gross profit margin, was 34.5% for the first quarter of fiscal ~~2017.~~

Gross Profit increased 4.7% to $8.2 billion for the first quarter of fiscal 2017 from $7.8 billion for the first quarter of fiscal 2016. Gross Profit as a percent of Net Sales, or gross profit margin, was 34.1% for the first quarter of fiscal 20172018 compared to ~~34.2%~~34.1% for the first quarter of fiscal ~~2016~~2017. The ~~decrease~~increase in gross profit margin for the first quarter of fiscal ~~2017 reflects~~2018 primarily reflected $131 million of benefit from the ~~impact~~adoption of ASU 2014-09, expansion due to changes in product mix, ~~changes.~~and the benefit of recent acquisitions, partially offset by higher shrink and higher transportation costs in our supply chain.

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

Selling, General ~~and~~& Administrative ~~expenses ("~~. SG~~&A")~~&A increased ~~1.9%~~9.6% to $4.8 billion in the first quarter of fiscal 2018 from $4.4 billion in the first quarter of fiscal 2017. As a percent of net sales, SG&A was 19.2% for the first quarter of fiscal 2018 compared to 18.3% for the first quarter of fiscal 2017. The increase in SG&A as a percent of net sales for the first quarter of fiscal ~~2017~~2018 reflected an increase of $131 million from ~~$4.3 billion for~~ the ~~first quarter~~adoption of ~~fiscal~~ ~~2016. As a percent of Net Sales, SG&A was 18.3% for~~ASU 2014-09, and incremental investments made in the ~~first quarter of fiscal 2017 compared to 18.8% for the first quarter of fiscal 2016. The decrease in SG&A as a percent of Net Sales for the~~ ~~first~~ ~~quarter of fiscal~~ ~~2017~~ ~~reflects~~business, partially offset by expense leverage resulting from the positive comparable ~~store~~ sales environment and continued expense control.

Depreciation and Amortization.Depreciation and amortization increased ~~2.5%~~2.9% to $457 million in the first quarter of fiscal 2018 from $444 million ~~for~~in the first quarter of fiscal 2017 ~~from $433 million for~~. The decrease in depreciation and amortization as a percent of net sales to 1.8% in the first quarter of fiscal ~~2016. Depreciation and Amortization as a percent of Net Sales was 1.9% for the~~ ~~first~~2018 ~~quarter of both fiscal~~ ~~2017~~ ~~and 2016. Depreciation and Amortization as a percent of Net Sales for~~from 1.9% in the first quarter of fiscal 2017 ~~reflects~~reflected expense leverage resulting from the positive comparable ~~store~~ sales environment.

~~Operating Income increased 8.8%~~Interest and Other, net.Interest and other, net, was $239 million in the first quarter of fiscal 2018 compared to ~~$3.3 billion for~~$241 million in the first quarter of fiscal 2017 ~~from $3.1 billion for the~~ ~~first~~ ~~quarter of fiscal~~ ~~2016. Operating Income as a percent of Net Sales was 14.0% for the~~ ~~first~~ ~~quarter of fiscal 2017 compared to 13.5% for the~~ ~~first~~ ~~quarter of fiscal~~ ~~2016~~.

~~For the~~ ~~first~~ ~~quarter of fiscal~~ ~~2017, we recognized $241 million of Interest and Other, net, compared to $237 million for the~~ ~~first~~ ~~quarter of fiscal~~ ~~2016~~. Interest and ~~Other,~~other, net, as a percent of ~~Net Sales~~net sales was 1.0% for the first quarter of both fiscal ~~2017~~2018 and ~~2016~~2017. and primarily reflected higher interest expense resulting from higher short-term and long-term debt balances, partially offset by higher interest income.

Provision for Income Taxes.Our combined effective income tax rate was 23.5% for the first quarter of fiscal 2018 compared to 35.2% for the first quarter of fiscal ~~2017 compared to 36.5%~~2017. The decrease in the provision for income taxes in the first quarter of fiscal ~~2016. The effective income tax rate for~~2018 was primarily attributable to the ~~first quarter of fiscal 2017 included a $65 million benefit to our Provision for Income Taxes for share-based payment awards as a result~~enactment of the ~~adoption of ASU No. 2016-09.~~Tax Act.

Diluted Earnings per ~~Share~~Share. Diluted earnings per share were ~~$1.67~~$2.08 for the first quarter of fiscal ~~2017~~2018 compared to ~~$1.44 for the~~ ~~first~~ ~~quarter of fiscal~~ ~~2016. Diluted Earnings per Share~~$1.67 for the first quarter of fiscal ~~2017 included $0.05~~2017. Diluted earnings per share for the first quarter of fiscal 2018 reflected a benefit ~~as a result~~of $0.32 per diluted share resulting from the enactment of the ~~adoption of ASU No. 2016-09.~~Tax Act.

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~~

Capital. We believe ~~return on invested capital ("ROIC")~~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"),~~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~~(including current ~~installments,~~installments) and equity for the most recent twelve-month period.

The ~~following table provides our~~calculation of ROIC, ~~calculation and reconciles~~together with a reconciliation of NOPAT to ~~Net Earnings, the~~net earnings (the most comparable GAAP ~~financial measure, for the twelve months ended April 30, 2017 and May 1, 2016 (amounts in millions):~~measure), follows.



	Twelve Months Ended
dollars in millions	April 29, 2018			April 30, 2017
Net earnings	$	9,020		$	8,168
Interest and other, net	981			940
Provision for income taxes	4,712			4,591
Operating income	14,713			13,699
Income tax adjustment ⁽¹⁾	(4,988		)	(4,936		)
NOPAT	$	9,725		$	8,763

Average debt and equity	$	27,014		$	27,091

ROIC	36.0		%	32.3		%

For the Twelve Months Ended
April 30,
2017 May 1,
2016
Net Earnings $ 8,168
$ 7,233
Add:
Interest and Other, net 940
797
Provision for Income Taxes 4,591
4,224
Operating Income 13,699
12,254
Subtract:
Income Tax Adjustment ⁽¹⁾
4,936
4,464
Net Operating Profit After Tax $ 8,763
$ 7,790

Average Debt and Equity ⁽²⁾
$ 27,091
$ 26,639

Return on Invested Capital (NOPAT / Average Debt and Equity) 32.3 % 29.2 %

—————


(1)	Income ~~Tax Adjustment~~tax adjustment is defined as ~~Operating Income~~operating income multiplied by ~~the Company's~~our 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.~~

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~~Liquidity and Capital Resources

Cash ~~flow generated from operations provides us with a significant source of liquidity. For the~~ ~~first~~ ~~quarter of fiscal~~ ~~2017, Net~~and Cash ~~Provided by Operating Activities was $4.6 billion compared to $3.6 billion for the same period in fiscal~~ ~~2016~~. This increase was primarily due to $268 million more in cash provided by the effective management of Merchandise Inventories, a $234 million increase in cash flows from Accounts Payable and Accrued Expenses related to the timing of purchases and payments, and a $211 million increase in Net Earnings resulting from higher comparable store sales and expense leverage.Equivalents

~~Net Cash Used in Investing Activities for the~~ ~~first~~ quarter of fiscal 2017 was $445 million compared to $321 million for the same period in fiscal 2016. This change was primarily due to a $133 million increase in Capital Expenditures in the first quarter of fiscal 2017 compared to the same period in fiscal 2016.

~~Net Cash Used in Financing Activities for the~~ ~~first~~ quarter of fiscal 2017 was $3.1 billion compared to $2.3 billion for the same period of fiscal 2016. This change was primarily the result of $360 million more in Repayments of Short-Term Debt, $207 million more in Cash Dividends Paid to Stockholders and $132 million more in Repurchases of Common Stock in the ~~first~~ ~~quarter of fiscal 2017 compared to the same period in fiscal 2016.~~

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 restrictive covenants. At April 30, 2017, we were in compliance with all of the covenants, and they are not expected to impact our liquidity or capital resources. During the first quarter 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 quarter of fiscal 2017 was $1.0 billion. As of April 30, 2017, there were no borrowings outstanding under the commercial paper programs or the related credit facility.

~~As of April 30, 2017,~~29, 2018, we had $3.6 billion in ~~Cash~~cash and ~~Cash Equivalents.~~cash equivalents, of which $3.2 billion was held by our foreign subsidiaries. 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.

As we accelerate our investments in the business within our disciplined approach to capital allocation, we expect capital expenditures of approximately $2.5 billion in fiscal 2018.

Debt and Derivatives

We have commercial paper programs that allow for borrowings up to $3.0 billion. All of our short-term borrowings in the first quarter of fiscal 2018 were under these commercial paper programs, and the maximum amount outstanding at any time during the first quarter of fiscal 2018 was $2.4 billion. In connection with these programs, we have back-up credit facilities with a consortium of banks for borrowings up to $3.0 billion. Our back-up credit facilities 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 2018. At April 29, 2018, 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 April 29, 2018, there were $350 million of borrowings outstanding under the commercial paper programs. We also issue senior notes from time to time.

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 5 to our consolidated financial statements for further discussion.

Share Repurchases

In December 2017, our Board of Directors authorized a new $15.0 billion share repurchase program that replaced the previous authorization. In the first quarter of fiscal 2018, we repurchased 4.7 million shares of our common stock for $1.0 billion through an ASR agreement and open market transactions. See Note 4 to our consolidated financial statements for further discussion on the ASR agreement.

~~RECENT ACCOUNTING PRONOUNCEMENTS~~Cash Flows Summary

~~For~~Operating Activities. Cash flow generated from operations provides us with a ~~summary~~significant source of ~~recently issued accounting pronouncements which may be applicable to us, see Note 1~~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.

Net cash provided by operating activities decreased $583 million in the first quarter of fiscal 2018 compared to the ~~Consolidated Financial Statements included~~same period last year and primarily reflected increased merchandise inventory purchases, offset by an increase in ~~this report.~~net earnings, excluding changes in working capital and non-cash items from operations. The increase in net earnings resulted from higher comparable sales and expense leverage in the first quarter of fiscal 2018, as well as a lower effective income tax rate in the first quarter of fiscal 2018 resulting from the enacting of the Tax Act.

~~On January 30,~~Cash provided by or used in operating activities is also subject to changes in working capital. Working capital at any specific 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.

Investing Activities. Cash used in investing activities primarily reflected capital expenditures for investments in our business of $556 million in the first quarter of fiscal 2018 and $458 million in the first quarter of fiscal 2017.

Financing Activities. Cash used in financing activities primarily reflected:

$1.2 billion of repayments of short-term borrowings; $1.2 billion of cash dividends paid; and $1.1 billion of share repurchases in the first quarter of fiscal 2018 and

$1.3 billion of share repurchases; $1.1 billion of cash dividends paid; and $710 million of repayments of short-term borrowings in the first quarter of fiscal 2017.

Critical Accounting Policies

Our significant accounting policies are disclosed in Note 1 to our consolidated financial statements. There were no changes during the first quarter of fiscal 2018 to our critical accounting policies as disclosed in the 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.Form 10-K.


Item 3.	Quantitative and Qualitative Disclosures about Market ~~Risk~~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~~the 2017 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").~~

10-K.


Item 4.	Controls and ~~Procedures~~Procedures.

Under the direction and with the participation of the ~~Company's~~our Chief Executive Officer and Chief Financial Officer, ~~the Company~~we evaluated ~~its~~our disclosure controls and procedures (as defined in Rule 13a-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended)~~Act) and concluded that ~~its~~our disclosure controls and procedures were effective as of April ~~30, 2017.~~29, 2018. There has been no change in ~~the Company's~~our internal control over financial reporting during the fiscal quarter ended April ~~30, 2017,~~29, 2018, that has materially affected, or is reasonably likely to materially affect, ~~the Company's~~our internal control over financial reporting.

PART II – OTHER INFORMATION

~~PART II. OTHER INFORMATION~~


~~Item 1.~~	~~Legal Proceedings~~

~~Except as set forth below, there were no material changes during the~~ ~~first~~ ~~quarter of fiscal~~ ~~2017~~ ~~to our disclosure in~~ Item ~~3 of our 2016 Form 10-K.~~1A. Risk Factors.

For a description of the matters related to the Data Breach, see Note 5 to the Consolidated Financial Statements included in Part I, Item 1, "Financial Statements", which description is incorporated herein by reference.


~~Item 1A.~~	~~Risk Factors~~

In addition to the other information set forth in this ~~Form 10-Q,~~report, you should carefully consider the factors discussed under Item 1A, "Risk Factors" and elsewhere in ~~our 2016~~the 2017 Form 10-K. These risks and uncertainties could materially and adversely affect our business, consolidated financial condition, ~~and~~ results of ~~operations.~~operations, or cash flows. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently do not consider ~~immaterial~~material to our business. There have been no material changes in the risk factors discussed in ~~our 2016~~the 2017 Form 10-K.


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

~~(a)~~ ~~Unregistered Sales of Equity Securities~~

~~During the~~ ~~first~~ ~~quarter of fiscal~~ ~~2017~~, the Company issued 547 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 ~~first~~ ~~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.~~

~~During the~~ ~~first~~ ~~quarter of fiscal~~ ~~2017~~, the Company credited 1,283 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)~~ Issuer Purchases of Equity Securities

InSince the inception of our initial share repurchase program in fiscal 2002 through the end of the first quarter of fiscal ~~2017, the Board of Directors authorized a $15.0 billion share repurchase program. Through the end of the~~ ~~first~~ ~~quarter of fiscal~~ ~~2017, the Company has~~2018, we have repurchased shares of ~~its~~our common stock having a value of approximately ~~$1.2 billion~~ ~~under this program.~~$76.1 billion. The number and average price of shares purchased in each fiscal month of the first quarter of fiscal 2018 follow.



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⁾
January 29, 2018 – February 25, 2018	168,708	$186.49	149,500	$12,917,104,510
February 26, 2018 – March 25, 2018 ⁽³⁾	4,805,927	178.55	4,581,219	11,945,001,414
March 26, 2018 – April 29, 2018	447	183.71	—	11,945,001,414
Total	4,975,082	178.82	4,730,719

—————

(1) These amounts include repurchases pursuant to our Amended and Restated 2005 Omnibus Stock Incentive Plan and our 1997 Omnibus Stock Incentive Plan (collectively, the "Plans"). Under the Plans, participants may surrender shares as payment of applicable tax withholding on the vesting of restricted stock 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 December 2017, our 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 first quarter of fiscal 2018, we paid $750 million under an ASR agreement and received an initial delivery of 3.4 million shares. See Note 4 to our consolidated financial statements for further discussion.

Sales of Unregistered Securities

During the first quarter of fiscal ~~2017~~2018 ~~are set forth~~, we issued 569 deferred stock units under the Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of the SEC’s Regulation D thereunder. The deferred stock units were credited to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the ~~table below:~~form of deferred stock units instead of cash during the first quarter of fiscal 2018. 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.

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⁾
January 30, 2017 – February 26, 2017 663,078
$ 145.06
522,500
$ 14,924,133,239
February 27, 2017 – March 26, 2017 3,932,835
$ 147.21
3,609,685
$ 14,392,857,295
March 27, 2017 – April 30, 2017 4,619,924
$ 148.54
4,324,537
$ 13,750,000,298
9,215,837
$ 147.72
8,456,722

During the first quarter of fiscal 2018, we credited 1,209 deferred stock units to participant accounts under the Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan.

~~(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.

Item 6. Exhibits.


~~Item 6.~~	~~Exhibits~~

Exhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the SEC, as indicated by the references in brackets. All other exhibits are filed or furnished herewith.



*Exhibit		Description
3.1	*	Amended and Restated Certificate of Incorporation of The Home Depot, Inc. ~~[Form~~
3.1	*	[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~~
[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
~~15.1~~		~~Acknowledgment~~Acknowledgement of Independent Registered Public Accounting Firm, dated May ~~22, 2017.~~21, 2018.

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
~~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.INS		XBRL Instance Document
~~101~~101.SCH		~~The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended April 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.Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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~~

~~May 22, 2017~~

~~(Date)~~

~~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]~~(Registrant)

*3.2By:	~~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]~~/s/ CRAIG A. MENEAR
	Craig A. Menear, Chairman, Chief Executive Officer and President
~~12.1~~
	~~Statement of Computation of Ratio of Earnings to Fixed Charges.~~/s/ CAROL B. TOMÉ

~~15.1~~	~~Acknowledgment of Independent Registered Public Accounting Firm, dated May 22, 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~~Carol B. Tomé, 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~~Date:		~~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 April 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.May 21, 2018



Commonly Used or Defined Terms			~~Page~~ ii
~~Part I. Financial Information~~

~~Item 1.~~Forward-Looking Statements	~~Financial Statements~~

	~~CONSOLIDATED BALANCE SHEETS—~~ ~~As of April 30, 2017 and January 29, 2017~~	3

	~~CONSOLIDATED STATEMENTS OF EARNINGS—~~ ~~Three Months Ended April 30, 2017 and May 1, 2016~~	4

	~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME—~~ ~~Three Months Ended April 30, 2017 and May 1, 2016~~	5

	~~CONSOLIDATED STATEMENTS OF CASH FLOWS—~~ ~~Three Months Ended April 30, 2017 and May 1, 2016~~	6

	~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~	7

	~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	10iii

Part I – Financial Information.		1
Item 1.	Financial Statements.	1
	Consolidated Balance Sheets.	1
	Consolidated Statements of Earnings.	2
	Consolidated Statements of Comprehensive Income.	3
	Consolidated Statements of Cash Flows.	4
	Notes to Consolidated Financial Statements.	5
	Note 1. Summary of Significant Accounting Policies.	5
	Note 2. Net Sales.	7
	Note 3. Income Taxes.	8
	Note 4. Stockholders' Equity.	8
	Note 5. Fair Value Measurements.	9
	Note 6. Weighted Average Common Shares.	9
	Note 7. Commitments and Contingencies.	9
	Report of Independent Registered Public Accounting Firm.	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	15

~~Item 3.~~Part II – Other Information.		~~Quantitative and Qualitative Disclosures about Market~~ 15
Item 1A.	Risk Factors.	1615

~~Item 4.~~	~~Controls and Procedures~~	16

~~Part II.~~	~~Other Information~~

~~Item 1.~~	~~Legal Proceedings~~	16

~~Item 1A.~~	~~Risk Factors~~	16

Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.	16
Item 6.	Exhibits.	17

~~Item 6.~~		~~Exhibits~~Signatures	18


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


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



amounts in millions, except share and per share data	April 30, 2017			January 29, 2017
ASSETS
Current Assets:
Cash and Cash Equivalents	$	3,565		$	2,538
Receivables, net	2,164			2,029
Merchandise Inventories	13,609			12,549
Other Current Assets	558			608
Total Current Assets	19,896			17,724
Property and Equipment, at cost	40,656			40,426
Less Accumulated Depreciation and Amortization	18,867			18,512
Net Property and Equipment	21,789			21,914
Goodwill	2,095			2,093
Other Assets	1,164			1,235
Total Assets	$	44,944		$	42,966
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-Term Debt	$	—		$	710
Accounts Payable	9,138			7,000
Accrued Salaries and Related Expenses	1,353			1,484
Sales Taxes Payable	710			508
Deferred Revenue	1,832			1,669
Income Taxes Payable	904			25
Current Installments of Long-Term Debt	544			542
Other Accrued Expenses	1,957			2,195
Total Current Liabilities	16,438			14,133
Long-Term Debt, excluding current installments	22,393			22,349
Other Long-Term Liabilities	1,916			1,855
Deferred Income Taxes	235			296
Total Liabilities	40,982			38,633
STOCKHOLDERS’ EQUITY
Common Stock, par value $0.05; authorized: 10 billion shares; issued: 1.778 billion shares at April 30, 2017 and 1.776 billion shares at January 29, 2017; outstanding: 1.197 billion shares at April 30, 2017 and 1.203 billion shares at January 29, 2017	89			88
Paid-In Capital	9,779			9,787
Retained Earnings	36,461			35,519
Accumulated Other Comprehensive Loss	(923		)	(867		)
Treasury Stock, at cost, 581 million shares at April 30, 2017 and 573 million shares at January 29, 2017	(41,444		)	(40,194		)
Total Stockholders’ Equity	3,962			4,333
Total Liabilities and Stockholders’ Equity	$	44,944		$	42,966



	Three Months Ended
amounts in millions, except per share data	April 30, 2017			May 1, 2016
NET SALES	$	23,887		$	22,762
Cost of Sales	15,733			14,971
GROSS PROFIT	8,154			7,791
Operating Expenses:
Selling, General and Administrative	4,361			4,281
Depreciation and Amortization	444			433
Total Operating Expenses	4,805			4,714
OPERATING INCOME	3,349			3,077
Interest and Other (Income) Expense:
Interest and Investment Income	(13		)	(7		)
Interest Expense	254			244
Interest and Other, net	241			237
EARNINGS BEFORE PROVISION FOR INCOME TAXES	3,108			2,840
Provision for Income Taxes	1,094			1,037
NET EARNINGS	$	2,014		$	1,803

Basic Weighted Average Common Shares	1,198			1,247
BASIC EARNINGS PER SHARE	$	1.68		$	1.45
Diluted Weighted Average Common Shares	1,204			1,252
DILUTED EARNINGS PER SHARE	$	1.67		$	1.44
Dividends Declared per Share	$	0.89		$	0.69


(1)	The fair market value of the initial 3.4 million shares on the date of delivery was $598 million and is included in treasury stock as of April 29, 2018, with the remaining $152 million included in paid-in capital.


(2)	The ASR agreement terminated on May 17, 2018, at which time we became contractually entitled to receive an additional 0.8 million shares upon settlement.



	Fair Value at April 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	$	—	$	221	$	—	$	—	$	271	$	—



	April 30, 2017				January 29, 2017
	Fair Value (Level 1)		Carrying Value		Fair Value (Level 1)		Carrying Value
Senior notes	$	24.0	$	22.0	$	23.6	$	22.0



	% of Net Sales
	Three Months Ended
	April 30, 2017			May 1, 2016			% Increase (Decrease) in Dollar Amounts
NET SALES	100.0		%	100.0		%	4.9	%
GROSS PROFIT	34.1			34.2			4.7
Operating Expenses:
Selling, General and Administrative	18.3			18.8			1.9
Depreciation and Amortization	1.9			1.9			2.5
Total Operating Expenses	20.1			20.7			1.9

OPERATING INCOME	14.0			13.5			8.8
Interest and Other (Income) Expense:
Interest and Investment Income	(0.1		)	—			85.7
Interest Expense	1.1			1.1			4.1
Interest and Other, net	1.0			1.0			1.7

EARNINGS BEFORE PROVISION FOR INCOME TAXES	13.0			12.5			9.4
Provision for Income Taxes	4.6			4.6			5.5
NET EARNINGS	8.4		%	7.9		%	11.7	%
SELECTED SALES DATA⁽¹⁾
Number of Customer Transactions (in millions)	380.8			374.8			1.6	%
Average Ticket	$	62.39		$	60.03		3.9	%
Sales per Square Foot	$	394.17		$	376.73		4.6	%
Comparable Store Sales Increase (%)⁽²⁾	5.5		%	6.5		%	N/A
Online Sales (% of Net Sales)⁽³⁾	6.6		%	5.7		%	22.8	%



	For the Twelve Months Ended
	April 30, 2017			May 1, 2016
Net Earnings	$	8,168		$	7,233
Add:
Interest and Other, net	940			797
Provision for Income Taxes	4,591			4,224
Operating Income	13,699			12,254
Subtract:
Income Tax Adjustment ⁽¹⁾	4,936			4,464
Net Operating Profit After Tax	$	8,763		$	7,790

Average Debt and Equity ⁽²⁾	$	27,091		$	26,639

Return on Invested Capital (NOPAT / Average Debt and Equity)	32.3		%	29.2		%


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


2.	~~RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS~~NET SALES


4.	STOCKHOLDERS' EQUITY


5.	FAIR VALUE MEASUREMENTS

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨
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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. ¨