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.

~~1,167,748,619~~1,153,543,611 shares of common stock, $0.05 par value, as of ~~November 14, 2017~~May 15, 2018

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

COMMONLY USED OR DEFINED TERMS



Term		Definition
~~Item 1.~~ ASR		Accelerated share repurchase
ASU		Accounting Standards Update
Comparable sales		As defined in the ~~Legal Proceedings~~Results of Operations - Sales	18 section of MD&A
Exchange Act		Securities Exchange Act of 1934, as amended
~~Item 1A.~~	~~Risk Factors~~	18
FASB		Financial Accounting Standards Board
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	18
fiscal 2017		Fiscal year ended January 28, 2018 (includes 52 weeks)
~~Item 6.~~ fiscal 2018	~~Exhibits~~	19 Fiscal year ending February 3, 2019 (includes 53 weeks)
GAAP		U.S. generally accepted accounting principles
~~Signatures~~ Interline	20	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 as the Tax Cuts and Jobs Act of 2017
2017 Form 10-K		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.

CONSOLIDATED BALANCE SHEETS

amounts in millions, except per share data October 29,
2017 January 29,
2017
ASSETS
Current Assets:
Cash and Cash Equivalents $ 3,549
$ 2,538
Receivables, net 2,166
2,029
Merchandise Inventories 13,419
12,549
Other Current Assets 548
608
Total Current Assets 19,682
17,724
Property and Equipment, at cost 41,614
40,426
Less Accumulated Depreciation and Amortization 19,654
18,512
Net Property and Equipment 21,960
21,914
Goodwill 2,217
2,093
Other Assets 1,164
1,235
Total Assets $ 45,023
$ 42,966
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-Term Debt $ 125
$ 710
Accounts Payable 8,570
7,000
Accrued Salaries and Related Expenses 1,488
1,484
Sales Taxes Payable 629
508
Deferred Revenue 1,788
1,669
Income Taxes Payable 139
25
Current Installments of Long-Term Debt 1,198
542
Other Accrued Expenses 2,065
2,195
Total Current Liabilities 16,002
14,133
Long-Term Debt, excluding current installments 24,266
22,349
Other Long-Term Liabilities 1,968
1,855
Deferred Income Taxes 244
296
Total Liabilities 42,480
38,633

Common Stock, par value $0.05; authorized: 10,000 shares; issued: 1,779 shares at October 29, 2017 and 1,776 shares at January 29, 2017; outstanding: 1,168 shares at October 29, 2017 and 1,203 shares at January 29, 2017 89
88
Paid-In Capital 9,883
9,787
Retained Earnings 39,193
35,519
Accumulated Other Comprehensive Loss (629 ) (867 )
Treasury Stock, at cost, 611 shares at October 29, 2017 and 573 shares at January 29, 2017 (45,993 ) (40,194 )
Total Stockholders’ Equity 2,543
4,333
Total Liabilities and Stockholders’ Equity $ 45,023
$ 42,966



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

See accompanying ~~Notes~~notes to ~~Consolidated Financial Statements.~~

consolidated financial statements.

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended Nine Months Ended
amounts in millions, except per share data October 29,
2017 October 30,
2016 October 29,
2017 October 30,
2016
NET SALES $ 25,026
$ 23,154
$ 77,021
$ 72,388
Cost of Sales 16,378
15,112
50,758
47,628
GROSS PROFIT 8,648
8,042
26,263
24,760

Operating Expenses:
Selling, General and Administrative 4,514
4,280
13,424
12,949
Depreciation and Amortization 454
442
1,347
1,311
Total Operating Expenses 4,968
4,722
14,771
14,260

OPERATING INCOME 3,680
3,320
11,492
10,500

Interest and Other (Income) Expense:
Interest and Investment Income (22 ) (10 ) (51 ) (25 )
Interest Expense 269
246
788
726
Interest and Other, net 247
236
737
701

EARNINGS BEFORE PROVISION FOR
INCOME TAXES
3,433
3,084
10,755
9,799
Provision for Income Taxes 1,268
1,115
3,904
3,586
NET EARNINGS $ 2,165
$ 1,969
$ 6,851
$ 6,213

Basic Weighted Average Common Shares 1,168
1,224
1,184
1,236
BASIC EARNINGS PER SHARE $ 1.85
$ 1.61
$ 5.79
$ 5.03

Diluted Weighted Average Common Shares 1,174
1,229
1,190
1,242
DILUTED EARNINGS PER SHARE $ 1.84
$ 1.60
$ 5.76
$ 5.00

Dividends Declared per Share $ 0.89
$ 0.69
$ 2.67
$ 2.07



	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 Nine Months Ended
amounts in millions October 29,
2017 October 30,
2016 October 29,
2017 October 30,
2016
NET EARNINGS $ 2,165
$ 1,969
$ 6,851
$ 6,213
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments (145 ) (125 ) 244
(8 )
Cash Flow Hedges, net of tax (2 ) 21
(5 ) 23
Other —
(1 ) (1 ) —
Total Other Comprehensive Income (Loss) (147 ) (105 ) 238
15
COMPREHENSIVE INCOME $ 2,018
$ 1,864
$ 7,089
$ 6,228



	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

Nine Months Ended
amounts in millions October 29,
2017 October 30,
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 6,851
$ 6,213
Reconciliation of Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization 1,533
1,474
Stock-Based Compensation Expense 214
199
Changes in Assets and Liabilities, net of acquisition effects:
Receivables, net (95 ) (108 )
Merchandise Inventories (776 ) (1,453 )
Other Current Assets 75
36
Accounts Payable and Accrued Expenses 1,597
1,449
Deferred Revenue 115
64
Income Taxes Payable 113
184
Deferred Income Taxes (76 ) (131 )
Other, net 190
(8 )
Net Cash Provided by Operating Activities 9,741
7,919

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (1,354 ) (1,145 )
Payments for Business Acquired, net (260 ) —
Proceeds from Sales of Property and Equipment 38
30
Net Cash Used in Investing Activities (1,576 ) (1,115 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Short-Term Debt, net (585 ) (350 )
Proceeds from Long-Term Debt, net of discounts 2,991
4,959
Repayments of Long-Term Debt (534 ) (3,034 )
Repurchases of Common Stock (6,067 ) (4,535 )
Proceeds from Sales of Common Stock 157
136
Cash Dividends Paid to Stockholders (3,174 ) (2,567 )
Other Financing Activities (41 ) (33 )
Net Cash Used in Financing Activities (7,253 ) (5,424 )

Change in Cash and Cash Equivalents 912
1,380
Effect of Exchange Rate Changes on Cash and Cash Equivalents 99
(7 )
Cash and Cash Equivalents at Beginning of Period 2,538
2,216
Cash and Cash Equivalents at End of Period $ 3,549
$ 3,589



	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 ~~the Company's Annual Report on~~our 2017 Form ~~10-K for the year ended~~ ~~January 29, 2017, as filed with the Securities and Exchange Commission on March 23, 2017 (the "2016 Form 10-K").~~

~~Valuation Reserves~~

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

~~Recent Accounting Pronouncements~~10-K.

There ~~have been~~were no ~~material~~significant changes to ~~the Company’s position regarding recent~~our significant accounting ~~pronouncements pending adoption~~policies as disclosed in the ~~2016~~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 ~~August 2017,~~these programs, the ~~Financial~~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 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 Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" which amends the hedge accounting recognition and presentation requirements. Pronouncements

ASU No. 2017-12 eliminates the concept of recognizing periodic hedge ineffectiveness for cash flow and net investment hedges and allows the entity to apply the shortcut method to partial-term fair value hedges of interest rate risk. ASU No. 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted in any interim period after issuance of this update. The Company is evaluating the effect that ASU No. 2017-12 will have on its Consolidated Financial Statements and related disclosures.

2014-09.In May 2014, the FASB issued a new standard related to revenue recognition. Under ASU No. 2014-09, ~~"Revenue~~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. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method).On January 29, 2018, we adopted ASU No. 2014-09 ~~is effective~~using the modified retrospective transition method.

In preparation for ~~annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods.~~

~~The Company continues~~implementation of the standard, we concluded on key accounting assessments and then implemented internal controls and updated processes to ~~evaluate~~appropriately recognize and present the ~~effect that ASU No. 2014-09 will have~~associated financial information. Based on ~~its Consolidated Financial Statements and related disclosures and controls. The Company has~~these efforts, we determined that the adoption of ASU No. 2014-09 ~~will impact~~changes the ~~Company’s method~~presentation of ~~recognizing~~(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 ~~which is currently~~(now recognized ~~based upon historical redemption patterns. ASU No. 2014-09 requires~~in net sales). We also have changed our recognition of gift card breakage income to be recognized ~~in proportion~~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 ~~pattern of rights exercised~~goods returned by the customer, ~~when~~measured at the ~~Company expects~~former carrying amount of 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, 2018. The comparative prior period information continues to be ~~entitled~~reported under the accounting standards in effect during those periods. We expect the impact of the adoption to ~~breakage. Other areas which could~~ be ~~impacted may be identified as~~immaterial to our financial position, results of operations, and cash flows on an ongoing basis.

The effect of the ~~Company continues its evaluation~~adoption of ~~ASU No. 2014-09. The Company plans to adopt~~ 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 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 ~~method.~~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 cash flows on an ongoing basis.

Recent Accounting Pronouncements

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

~~Table of Contents~~

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

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

amounts were reflected as a financing activity. Cash paid by the Company to tax authorities when directly withholding shares for tax withholding purposes will continue to be classified as a financing activity in the Consolidated Statements of Cash Flows. Stock-Based Compensation Expense will continue to reflect estimated forfeitures of share-based awards. The Company has adopted the applicable provisions of ASU No. 2016-09 prospectively.

~~As a result of the adoption of ASU No. 2016-09, the Company recognized $7 million and $92 million of excess tax benefits related to share-based payment awards in its Provision for Income Taxes~~net sales during the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2017, respectively. The recognition of these benefits contributed $0.01 and $0.08 to Diluted Earnings per Share~~2018. Net sales, classified by geography, for the ~~third quarter~~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 ~~first nine~~services for the three months ~~of fiscal 2017, respectively.~~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

~~In September~~On December 22, 2017, the ~~Company~~SEC issued ~~$1.0 billion~~Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of ~~2.80% senior notes due September 14, 2027 (the "2027 notes") at~~GAAP in situations when a ~~discount~~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 ~~$3 million. Interest on~~ the ~~2027 notes~~Tax Act. For the three months ended April 29, 2018, our accounting for the Tax Act is ~~due semi-annually on March 14~~incomplete. As disclosed in our 2017 Form 10-K, however, we were able to reasonably estimate certain effects and, ~~September 14 of each year, beginning March 14, 2018. The $3 million discount~~therefore, recorded provisional adjustments associated with the ~~2027 notes is being amortized over~~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 ~~term~~first quarter of fiscal 2018 because we have not finalized the following items: the earnings and profits of the ~~notes using~~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 ~~effective interest rate method. Issuance costs~~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 ~~$6 million associated with~~ the ~~2027 notes were recorded as a direct deduction~~CFCs’ U.S. shareholder. Due to the ~~carrying value~~complexity of the ~~senior notes~~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 ~~are being amortized over~~have not made a policy decision regarding whether to record deferred taxes on GILTI or use the ~~term~~period cost method. We have, however, included an estimate of the ~~notes. The net proceeds of the 2027 notes were used to repay the Company's floating~~current GILTI impact in our annual effective tax rate ~~notes due September 15, 2017 and~~ for ~~general corporate purposes, including repurchases of the Company's common stock.~~fiscal 2018.

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

All of the Company's senior notes, other than its outstanding floating rate notes, may be redeemed by the Company at any time, in whole or in part, at the redemption price plus accrued interest up to the redemption date. The redemption price is equal to the greater of (1) 100% of the principal amount of the notes to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest to the Par Call Date, as defined in the respective notes. Additionally, if a Change in Control Triggering Event occurs, as defined in the notes, holders of all notes have the right to require the Company to redeem those notes at 101% of the aggregate principal amount of the notes plus accrued interest up to the redemption date. The Company is generally not limited under the indentures governing the notes in its ability to incur additional indebtedness or required to maintain financial ratios or specified levels of net worth or liquidity. The indentures governing the notes contain various customary covenants; however, none are expected to impact the Company's liquidity or capital resources.

Also in September 2017, we entered into an interest rate swap agreement with a notional amount of $250 million, accounted for as a fair value hedge, to hedge against changes in the fair value of the 2027 notes attributable to changes in the designated benchmark interest rate.

~~The Company enters into~~ Accelerated Share Repurchase ~~("ASR")~~Agreements

We enter into ASR agreements from time to time with third-party financial institutions to repurchase shares of ~~the Company’s~~our common stock. ~~Under an ASR agreement,~~These agreements are structured as outlined in the Company pays a specified amount to the financial institution and receives an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that the Company may receive under the agreement. Upon settlement2017 Form 10-K. The terms of the ASR agreement the financial institution delivers additional shares, with the final number of shares delivered determined with reference to the volume weighted average price per share of the Company’s common stock over the term of the ASR agreement, less a negotiated discount. The transactions are accounted for as equity transactions and are included in Treasury Stock when the

~~Table of Contents~~

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

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~The following table provides the terms for each of the ASR agreements the Company~~ entered into during the first ~~nine~~three months of fiscal ~~2017. Each of these agreements followed the structure outlined above (amounts in~~2018 follow (in millions):

Agreement Date Settlement Date Agreement Amount Initial Shares Delivered Additional Shares Delivered Total Shares Delivered
Q2 2017 Q2 2017 $ 1,650
9.7 1.1 10.8
Q3 2017⁽¹⁾
Q4 2017 $ 1,200
6.7 0.7 7.4



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 as 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:~~

Quoted Prices in Active Markets for Identical Assets

Significant Observable Inputs

Significant Unobservable Inputs

Quoted Prices in Active Markets for Identical Assets

Significant Observable Inputs

Significant Unobservable Inputs

Quoted Prices in Active Markets for Identical Assets

Significant Observable Inputs

Significant Unobservable Inputs

Quoted Prices in Active Markets for Identical Assets

Significant Observable Inputs

Significant Unobservable Inputs

~~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 nine months of fiscal~~ ~~2017~~ ~~and~~ ~~2016~~ ~~were not material.~~

During the third quarter of fiscal 2017, the Company completed its annual assessment of the recoverability of Goodwill for its U.S., Canada and Mexico reporting units. The Company performed qualitative assessments, concluding that the fair value of the reporting units was not more likely than not less than the carrying value. Accordingly, no Goodwill impairments were recorded for these reporting units.

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

October 29, 2017 January 29, 2017
amounts in millions
Fair Value
(Level 1)

Carrying
Value

Fair Value
(Level 1)

Carrying
Value
Senior notes $ 26,650
$ 24,482
$ 23,620
$ 22,013

~~Table of Contents~~

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

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~



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

Three Months Ended Nine Months Ended
amounts in millions October 29,
2017 October 30,
2016 October 29,
2017 October 30,
2016
Basic Weighted Average Common Shares 1,168
1,224
1,184
1,236
Effect of potentially dilutive securities 6
5
6
6
Diluted Weighted Average Common Shares 1,174
1,229
1,190
1,242

Effect of anti-dilutive securities excluded from Diluted Weighted Average Common Shares —
1
1
1
stock.

~~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 purported shareholder derivative actions agreed to settlement terms that, upon approval of the court, will resolve and dismiss the claims asserted in those actions. In the third quarter of fiscal 2017, both of these settlement agreements were approved by the court.

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 nine months of fiscal 2017 to the Company’s loss contingency assessment relating to any remaining matters. The Company does not believe that the ultimate amounts paid with respect to any remaining matters will have a material adverse effect on ~~the Company’s~~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 (the "Company") as of ~~October~~April 29, ~~2017,~~2018, the related Consolidated Statements of Earnings, ~~and~~ Comprehensive Income, ~~for the three-month~~ and ~~nine-month periods ended October 29, 2017 and October 30, 2016, and the related Consolidated Statements of~~ Cash Flows for the ~~nine-month~~three-month periods ended ~~October~~April 29, 2018 and April 30, 2017, and ~~October 30, 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.

~~November 20, 2017~~May 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~~for 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 thirdfirst quarter of fiscal ~~2014; issues related to~~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 in the payment methods we accept; continuation of share repurchase programs; net earnings performance; earnings per share; dividend targets; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; stock-based compensation expense; commodity price inflation and deflation; the ability to issue debt on terms and at rates acceptable to us; the effect of accounting charges; the effect of adopting certain accounting standards; store openings and closures; financial outlook; and the integration of acquired companies into our organization and the ability to recognize the anticipated synergies and benefits of those acquisitions.

Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control or are currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our expectations and projections. These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A, "Risk Factors" and elsewhere in this report. You should read such information in conjunction with our Consolidated Financial Statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. There also may be other factors that we cannot anticipate or that are not described in this report, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations.

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

~~Net Sales increased 8.1% to $25.0 billion for the third~~first quarter of fiscal ~~2017 from $23.2~~2018. Net earnings were $2.4 billion, for the third quarter of fiscal 2016. For the first nine months of fiscal 2017, Net Sales increased 6.4% to $77.0 billion from $72.4 billion for the first nine months of fiscal 2016. Our total comparable store sales increased 7.9% for the third quarter of fiscal 2017, driven by a 5.1% increase in our comparable store average ticket and a 2.7% increase in our comparable store customer transactions. Comparable store sales for our U.S. stores increased 7.7% for the third quarter of fiscal 2017. For the first nine months of fiscal 2017, our total comparable store sales increased 6.6% and comparable store sales for our U.S. stores increased 6.8%.

~~For the third quarter of fiscal 2017, we reported Net Earnings of $2.2 billion and Diluted Earnings~~or $2.08 per Share of $1.84 compared to Net Earnings of $2.0 billion and Diluted Earnings per Share of $1.60 for the third quarter of fiscal 2016. For the first nine months of fiscal 2017, we reported Net Earnings of $6.9 billion and Diluted Earnings per Share of $5.76 compared to Net Earnings of $6.2 billion and Diluted Earnings per Share of $5.00 for the first nine months of fiscal 2016.

In the third quarter of fiscal 2017, three hurricanes impacted our operations in the continental U.S., Puerto Rico and the U.S. Virgin Islands. Hurricane-related sales positively impacted total sales growth by approximately $282 million in the third quarter of fiscal 2017. The gross margin on these hurricane-related sales was considerably less than the Company average. We also incurred approximately $104 million of hurricane-related expense in the third quarter of fiscal 2017. As a result of the hurricanes, operating profit was negatively impacted by approximately $51 million in the third quarter of fiscal 2017.diluted share.

We opened one new store in ~~Mexico~~the U.S. during the ~~third~~first quarter of fiscal ~~2017,~~2018, for a total store count of ~~2,283~~2,285 at the end of the quarter. As of ~~the end of the third quarter of fiscal 2017,~~April 29, 2018, a total of ~~303~~304 of our stores, or 13.3%, were located in Canada and Mexico. Total sales per square foot ~~for~~were $412.03 in the ~~third~~first quarter of fiscal ~~2017 were $412.49, up 7.9% from last year. For the first nine months of 2017, total sales per square foot were $423.60, up 6.1% from last year. Our~~2018, and our inventory turnover ratio was ~~5.2~~4.9 times at the end of the ~~third~~first quarter of fiscal ~~2017 compared to 5.0 times at~~2018.

During the ~~end of the third~~first quarter of fiscal ~~2016.~~

~~In the third quarter and first nine months of fiscal 2017, we continued to focus on the following:~~

~~Customer Experience~~ – Customer experience is anchored on the principles of putting customers first and taking care of our associates, and our commitment to customer service remains strong. In the first nine months of fiscal 2017, we continued to invest in our digital platforms, including content, website improvements, and the mobile experience, to provide a frictionless interconnected experience online, while also remaining focused on improving the interconnected experience in the store. Sales from our online channels increased 18.6% for the third quarter of fiscal 2017 compared to the same period last year, and represented 6.2% of our total Net Sales. For the first nine months of fiscal 2017, sales from our online channels increased 21.6% compared to the same period last year, and represented 6.4% of our total Net Sales. We also continued to focus on being a valued partner to our professional customers by offering solutions in the store and at the jobsite that help them effectively manage their businesses.

~~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 nine months of fiscal 2017, our merchants continued to collaborate with our suppliers to introduce a wide range of innovative new products to our do-it-yourself, do-it-for-me and professional customers, while remaining focused on offering everyday values in our stores and online.

~~Productivity and Efficiency Driven by Capital Allocation~~ – We drive productivity and efficiency through continuous operational improvement in our stores and supply chain. Further, our disciplined capital allocation builds shareholder value through higher returns on invested capital and total value returned to shareholders in the form of dividends and share repurchases. We plan to continue to innovate our business model and value chain to support our productivity cycle and enhance overall value for customers throughout the year.

In February 2017, our Board of Directors increased our targeted dividend payout ratio to 55% of Diluted Earnings per Share. Also in February 2017, our Board of Directors authorized a new $15.0 billion share repurchase program that replaced the previous authorization. Under the program,2018, we repurchased a total of ~~12.3~~4.7 million shares of our common stock for ~~$2.1~~$1.0 billion through an ASR agreement and ~~the~~ open market ~~during the third quarter of fiscal 2017. During the first nine months of fiscal 2017,~~transactions. In February 2018, we ~~repurchased 38.0 million shares of~~announced a 15.7% increase in our ~~common stock for $5.9 billion through ASR agreements and the open market.~~quarterly cash dividend to $1.03 per share.

We generated ~~$9.7~~$4.0 billion of cash flow from operations in the first ~~nine months~~quarter of fiscal ~~2017.~~2018. This cash flow ~~along with $3.0~~was used to pay $1.2 billion of ~~long-term debt issued in the first nine months~~dividends, repay $1.2 billion of ~~fiscal 2017, was used to~~short-term borrowings, fund cash payments of ~~$6.1~~$1.1 billion for share repurchases, ~~pay $3.2 billion of dividends,~~and fund ~~$1.4 billion~~$556 million in capital ~~expenditures, repay $585 million of short-term debt, and repay $500 million of floating rate senior notes that matured on September 15, 2017.~~expenditures.

Our ~~return on invested capital ("ROIC")~~ROIC was ~~32.5%~~36.0% for the ~~third~~first quarter of fiscal ~~2017 compared to 29.1%~~2018. See the "Non-GAAP Financial Measures" section below for ~~the third quarter~~our definition and calculation of ~~fiscal 2016. We define~~ ROIC, as ~~net operating profit after tax ("NOPAT"),~~well as a reconciliation of NOPAT, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt, including current installments, and equity for the most recent twelve-month period. For a reconciliation of NOPAT to ~~Net Earnings,~~net earnings, the most comparable GAAP financial ~~measure, and our calculation of ROIC, 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 % Increase (Decrease)
in Dollar Amounts
Three Months Ended Nine Months Ended
October 29, 2017 October 30, 2016 October 29, 2017 October 30, 2016 Three Months
Nine
Months
NET SALES 100.0 % 100.0 % 100.0 % 100.0 % 8.1 % 6.4 %
GROSS PROFIT 34.6
34.7
34.1
34.2
7.5
6.1
Operating Expenses:

Selling, General and Administrative 18.0
18.5
17.4
17.9
5.5
3.7
Depreciation and Amortization 1.8
1.9
1.7
1.8
2.7
2.7
Total Operating Expenses 19.9
20.4
19.2
19.7
5.2
3.6

OPERATING INCOME 14.7
14.3
14.9
14.5
10.8
9.4
Interest and Other (Income) Expense:
Interest and Investment Income (0.1 ) —
(0.1 ) —
N/M
N/M
Interest Expense 1.1
1.1
1.0
1.0
9.3
8.5
Interest and Other, net 1.0
1.0
1.0
1.0
4.7
5.1

EARNINGS BEFORE PROVISION
FOR INCOME TAXES
13.7
13.3
14.0
13.5
11.3
9.8
Provision for Income Taxes 5.1
4.8
5.1
5.0
13.7
8.9
NET EARNINGS 8.7 % 8.5 % 8.9 % 8.6 % 10.0 % 10.3 %

SELECTED SALES DATA ⁽¹⁾

Number of Customer Transactions (millions) 389.5
380.0
1,212.0
1,184.8
2.5 % 2.3 %
Average Ticket (actual) $ 62.84
$ 59.78
$ 62.78
$ 60.26
5.1 % 4.2 %
Sales per Square Foot (actual) $ 412.49
$ 382.18
$ 423.60
$ 399.12
7.9 % 6.1 %
Comparable Store Sales Increase (%) ⁽²⁾
7.9 % 5.5 % 6.6 % 5.5 % N/A
N/A
Online Sales (% of Net Sales) ⁽³⁾
6.2 % 5.6 % 6.4 % 5.6 % 18.6 % 21.6 %



	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, ~~Brands, Inc.,~~ 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 GAAP.~~


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

~~N/M – Not Meaningful~~First Quarter of Fiscal 2018 Compared to First Quarter of Fiscal 2017

~~N/A – Not Applicable~~Sales. We assess our sales performance by evaluating both net sales and comparable sales.

~~RESULTS OF OPERATIONS~~

Net Sales. Net sales for the ~~third~~first quarter of fiscal ~~2017~~2018 increased ~~8.1%~~4.4% to ~~$25.0~~$24.9 billion from ~~$23.2~~$23.9 billion for the ~~third~~first quarter of fiscal ~~2016. For the first nine months of fiscal~~ 2017 ~~Net Sales increased 6.4% to $77.0 billion from $72.4 billion for the first nine months of fiscal 2016.~~. The increase in ~~Net Sales for~~net sales in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2017~~2018 primarily ~~reflects~~reflected the impact of positive comparable ~~store~~ sales driven by ~~increased customer transactions and~~a 5.8% increase in comparable average ticket ~~growth. Hurricane-related~~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 ~~positively impacted total~~is a measure that highlights the performance of our existing locations and websites by measuring the change in sales ~~growth by approximately $282 million~~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 4.2% in the ~~third~~first quarter of fiscal ~~2017. We expect continued hurricane recovery-related~~2018. The increase in comparable sales ~~in the fourth quarter of fiscal 2017.~~

~~Total comparable store sales increased 7.9% and 6.6% for the third quarter and first nine months of fiscal 2017, respectively, which~~ reflects a number of factors, including the execution of our strategy and broad-based growth across our ~~stores.~~stores and online. Online sales, which consist of sales generated online through our websites for products picked up in our stores or delivered to customer locations, represented 7.6% of net sales and grew 20.2% during the first quarter of fiscal 2018. All of our departments, except ~~one~~for three, posted positive comparable ~~store~~ sales ~~for~~in the ~~third~~first quarter of fiscal ~~2017. During the first nine months of fiscal 2017, all of our departments posted positive comparable store sales except for one, which was flat.~~2018. Comparable ~~store~~ sales for our ~~Lumber,~~ Appliances, Electrical, ~~Indoor Garden,~~Lumber, Décor, Tools, Plumbing, Flooring, Millwork, Building Materials, Kitchen and ~~Flooring product categories~~Bath, Paint, and Hardware merchandising departments were above or at the Company average ~~for~~in the ~~third~~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 ~~5.1% and 4.2% for~~5.8% during the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2017, respectively,~~2018, due in part to strong sales in big ticket purchases in certain merchandising departments, such as ~~appliances and flooring. Our comparable store customer transactions~~Appliances.

Gross Profit.Gross profit increased ~~2.7% and 2.3% for the third quarter and first nine months of fiscal 2017, respectively.~~

~~Gross Profit increased 7.5%~~5.7% to $8.6 billion ~~for~~in the ~~third~~first quarter of fiscal ~~2017~~2018 from ~~$8.0~~$8.2 billion ~~for~~in the ~~third~~first quarter of fiscal ~~2016. For the first nine months of fiscal 2017,~~2017. Gross ~~Profit increased 6.1% to $26.3 billion from $24.8 billion for the first nine months of fiscal 2016. Gross Profit~~profit as a percent of ~~Net Sales,~~net sales, or gross profit margin, was ~~34.6%~~34.5% for the ~~third~~first quarter of fiscal ~~2017~~2018 compared to ~~34.7%~~34.1% for the ~~third~~first quarter of fiscal ~~2016. For the first nine months of fiscal~~ 2017. The increase in gross profit margin was 34.1% compared to 34.2% for the first nine months of fiscal 2016. Gross profit margin for the third quarter of fiscal 2017 reflects pressure from product mix changes and higher supply chain expense driven by hurricane-related sales. Gross profit margin for the first ~~nine months~~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 ~~higher shrink,~~the benefit of recent acquisitions, partially offset by ~~benefits from~~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 (". SG~~&A")~~&A increased ~~5.5%~~9.6% to ~~$4.5~~$4.8 billion ~~for~~in the ~~third~~first quarter of fiscal ~~2017~~2018 from ~~$4.3~~$4.4 billion ~~for~~in the ~~third~~first quarter of fiscal ~~2016. For the first nine months of fiscal~~ 2017 SG&A increased 3.7% to $13.4 billion from $12.9 billion for the first nine months of fiscal 2016. SG&A includes approximately $104 million of hurricane-related expenses in the third quarter and first nine months of fiscal 2017.. As a percent of ~~Net Sales,~~net sales, SG&A was ~~18.0%~~19.2% for the ~~third~~first quarter of fiscal ~~2017~~2018 compared to ~~18.5%~~18.3% for the ~~third~~first quarter of fiscal ~~2016. For the first nine months of fiscal 2017, SG&A as a percent of Net Sales was 17.4% compared to 17.9% for the first nine months of fiscal 2016.~~2017. The ~~decrease~~increase in SG&A as a percent of ~~Net Sales~~net sales for the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2017 reflects~~2018 reflected an increase of $131 million from the adoption of ASU 2014-09, and incremental investments made in the 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 ~~2.7%~~2.9% to ~~$454~~$457 million ~~for~~in the ~~third~~first quarter of fiscal 2018 from $444 million in the first quarter of fiscal 2017. The decrease in depreciation and amortization as a percent of net sales to 1.8% in the first quarter of fiscal 2018 from 1.9% in the first quarter of fiscal 2017 from $442 million for the third quarter of fiscal 2016. Depreciation and Amortization was $1.3 billion for the first nine months of both fiscal 2017 and 2016. Depreciation and Amortization as a percent of Net Sales was 1.8% for the third quarter of fiscal 2017 compared to 1.9% for the third quarter of fiscal 2016. For the first nine months of fiscal 2017, Depreciation and Amortization as a percent of Net Sales was 1.7% compared to 1.8% for the first nine months of fiscal 2016. Depreciation and Amortization as a percent of Net Sales for the third quarter and first nine months of fiscal 2017 reflectsreflected expense leverage resulting from the positive comparable ~~store~~ sales environment.

~~Operating Income increased 10.8% to $3.7 billion for~~Interest and Other, net.Interest and other, net, was $239 million in the ~~third~~first quarter of fiscal ~~2017 from $3.3 billion for~~2018 compared to $241 million in the ~~third~~first quarter of fiscal ~~2016. For the first nine months of fiscal~~ 2017 Operating Income increased 9.4% to $11.5 billion from $10.5 billion for the first nine months of fiscal 2016. As a result of the hurricanes, Operating Income was negatively impacted by approximately $51 million in the third quarter and first nine months of fiscal 2017. Operating Income as a percent of Net Sales was 14.7% for the third quarter of fiscal 2017 compared to 14.3% for the third quarter of fiscal 2016. For the first nine months of fiscal 2017, Operating Income as a percent of Net Sales was 14.9% compared to 14.5% for the first nine months of fiscal 2016.

. Interest and Other, net, was $247 million for the third quarter of fiscal 2017 compared to $236 million for the third quarter of fiscal 2016. For the first nine months of fiscal 2017, Interest and Other, net, was $737 million compared to $701 million for the first nine months of fiscal 2016. Interest and Other,other, net, as a percent of ~~Net Sales~~net sales was 1.0% for the ~~third~~first quarter ~~and first nine months~~ 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 ~~36.3%~~23.5% for the first ~~nine months~~quarter of fiscal ~~2017~~2018 compared to ~~36.6%~~35.2% for the first ~~nine months~~quarter of fiscal ~~2016.~~2017. The ~~effective~~decrease in the provision for income ~~tax rate~~taxes in the first quarter of fiscal 2018 was primarily attributable to the enactment of the Tax Act.

Diluted Earnings per Share. Diluted earnings per share were $2.08 for the first quarter of fiscal 2018 compared to $1.67 for the first ~~nine months of fiscal 2017 reflects a $92 million benefit to our Provision for Income Taxes for share-based payment awards as a result of the adoption of ASU No. 2016-09.~~

~~Diluted Earnings per Share were $1.84 for the third~~ quarter of fiscal ~~2017 compared to $1.60~~2017. Diluted earnings per share for the ~~third~~first quarter of fiscal ~~2016. For~~2018 reflected a benefit of $0.32 per diluted share resulting from the first nine months of fiscal 2017, Diluted Earnings per Share were $5.76 compared to $5.00 for the first nine months of fiscal 2016. Diluted Earnings per Share for the third quarter and first nine months of fiscal 2017 included benefits of $0.01 and $0.08, respectively, as a resultenactment 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 ROIC is meaningful for investors and management because it measures how effectively we deploy our capital base. We define ROIC as NOPAT, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period.

The ~~following table provides our~~calculation of ROIC, ~~calculation and reconciles~~together with a reconciliation of NOPAT to ~~Net Earnings:~~net earnings (the most comparable GAAP 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
dollar amounts in millions October 29,
2017 October 30,
2016
Net Earnings $ 8,595
$ 7,684
Add:
Interest and Other, net 972
937
Provision for Income Taxes 4,852
4,428
Operating Income 14,419
13,049
Subtract:
Income Tax Adjustment ⁽¹⁾
5,234
4,771
Net Operating Profit After Tax $ 9,185
$ 8,278

Average Debt and Equity ⁽²⁾
$ 28,255
$ 28,441

Return on Invested Capital ⁽³⁾
32.5 % 29.1 %

—————


(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.~~


~~(3)~~	~~ROIC is calculated as NOPAT divided by Average Debt and Equity.~~

~~LIQUIDITY AND CAPITAL RESOURCES~~Additional Information

~~Cash flow generated from operations provides us with a significant source of liquidity.~~ For ~~the first nine months of fiscal~~ ~~2017, Net Cash Provided by Operating Activities was~~ ~~$9.7 billion~~ ~~compared to~~ ~~$7.9 billion~~ ~~for the same period of fiscal~~ ~~2016~~. This increase primarily reflects a $677 million increase in operating cash flows from the effective management and procurement of Merchandise Inventories and a $638 million increase in Net Earnings resulting from higher sales and expense leverage.

~~Net Cash Used in Investing Activities for the first nine months of fiscal 2017 was $1.6 billion compared to~~ ~~$1.1 billion~~ ~~for the same period of fiscal~~ ~~2016. This change was primarily due to $260 million in Payments for Business Acquired, net, related to the acquisition of Compact Power Equipment, Inc. and a $209 million increase in Capital Expenditures.~~

Net Cash Used in Financing Activities for the first nine months of fiscal 2017 was $7.3 billion compared to $5.4 billion for the same period of fiscal 2016. This change was primarily due to $1.5 billion more in Repurchases of Common Stock, $607 million more in Cash Dividends Paid to Stockholders and $235 million more in Repayments of Short-Term Debt, partially offset by $532 million more in net incremental long-term debt issued in the first nine months of fiscal 2017 compared to the same period of fiscal 2016.

In September 2017, we issued the 2027 notes at a discount of $3 million. The net proceeds of the 2027 notes were used to repay our floating rate notes due September 15, 2017 and for general corporate purposes, including repurchases of shares of our common stock. See Note 3 to the Consolidated Financial Statements included in this report.

In June 2017, we issued the 2020 floating rate notes; the 2020 notes at a discount of $1 million; and the 2047 notes at a discount of $5 million. The net proceeds of the June 2017 issuance were used for general corporate purposes, including repurchases of shares of our common stock. See Note 3 to the Consolidated Financial Statements included in this report.

In the second quarter of fiscal 2017, we entered into an ASR agreement under which we paid $1.65 billion to a third party financial institution and received a total of 10.8 million shares. In the third quarter of fiscal 2017, we entered into an ASR agreement under which we paid $1.2 billion to a third party financial institution and received an initial delivery of 6.7 million shares. The ASR agreement terminatedinformation on November 17, 2017, at which time the Company became contractually entitled to receive an additional 0.7 million shares upon settlement. See Note 4 to the Consolidated Financial Statements included in this report.

Weaccounting pronouncements that have commercial paper programs that allow for borrowings up to $2.0 billion. In connection with these programs, we have a back-up credit facility with a consortium of banks for borrowings up to $2.0 billion~~. The credit facility expires in December 2019 and contains various customary covenants. At October 29, 2017, we were in compliance with all of the covenants, and none~~impacted or are expected to materially impact our ~~liquidity~~consolidated financial condition, results of operations, or ~~capital resources. During the first nine months of fiscal 2017, all of~~cash flows, see Note 1 to our ~~short-term borrowings were under these commercial paper programs,~~consolidated financial statements.

Liquidity and the maximum amount outstanding at any time during the first nine months of fiscal 2017 was $1.0 billion. As of October 29, 2017, there were $125 million of borrowings outstanding under the commercial paper programs.Capital Resources

~~As of October 29, 2017, we had $3.5 billion in~~ Cash and Cash ~~Equivalents.~~Equivalents

At April 29, 2018, we had $3.6 billion in cash and 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.

~~RECENT ACCOUNTING PRONOUNCEMENTS~~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.

~~For~~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 ~~summary~~consortium of ~~recently issued accounting pronouncements which may be applicable~~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.

Cash Flows Summary

Operating Activities. Cash flow generated from operations provides us ~~see Note 1~~with a significant source of liquidity. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for products and services, employee compensation, operations, and occupancy costs.

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.

~~For a summary~~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 ~~recently adopted accounting pronouncements, see Note 2 to~~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 ~~Consolidated Financial Statements included~~first quarter of fiscal 2018 and $458 million in ~~this report.~~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 Form 10-K.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk.

Our exposure to market risks results primarily from fluctuations in interest rates. We are also exposed to risks from foreign currency exchange rate fluctuations on the translation of our foreign operations into U.S. dollars and on the purchase of goods by these foreign operations that are not denominated in their local currencies. There have been no material changes to our exposure to market risks from those disclosed in ~~our 2016~~the 2017 Form 10-K.


Item 4.	Controls and 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 ~~October~~April 29, ~~2017.~~2018. There has been no change in ~~the Company's~~our internal control over financial reporting during the fiscal quarter ended ~~October~~April 29, ~~2017,~~2018, that has materially affected, or is reasonably likely to materially affect, ~~the Company's~~our internal control over financial reporting.

PART ~~II.~~II – OTHER INFORMATION


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

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

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


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

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, results of 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.

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

~~During the~~ ~~third~~ ~~quarter of fiscal~~ ~~2017~~, the Company issued 535 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 ~~third~~ ~~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~~ ~~third~~ ~~quarter of fiscal~~ ~~2017~~, the Company credited 1,188 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~~ ~~third~~ ~~quarter of fiscal~~ ~~2017, the Company has~~2018, we have repurchased shares of ~~its~~our common stock having a value of approximately ~~$5.9 billion~~ ~~under this program.~~$76.1 billion. The number and average price of shares purchased in each fiscal month of the ~~third~~first quarter of fiscal 2018 follow.~~2017~~ ~~are set forth in the table below:~~



Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid Per Share⁽¹⁾	Total Number of Shares Purchased as Part of Publicly Announced Program⁽²⁾	Dollar Value of Shares that May Yet Be Purchased Under the Program⁽²⁾
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

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⁾
July 31, 2017 – August 27, 2017 4,007,643
$ 151.26
3,975,984
$ 10,507,805,292
August 28, 2017 – September 24, 2017⁽³⁾
8,368,921
$ 156.65
8,349,174
$ 9,052,805,480
September 25, 2017 – October 29, 2017 3,214
$ 163.99
—
$ 9,052,805,480
12,379,778
$ 154.91
12,325,158

—————

(1) These amounts include repurchases pursuant to ~~the Company's 1997 and~~our Amended and Restated 2005 Omnibus Stock Incentive ~~Plans (the~~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 ~~the first quarter of fiscal~~December 2017, ~~the~~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 ~~third~~first quarter of fiscal ~~2017, the Company~~2018, we paid ~~$1.2 billion~~$750 million under an ASR agreement and received an initial delivery of ~~6.7~~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 2018, 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 ~~ASR agreement terminated~~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 2018. The deferred stock units convert to shares of common stock on ~~November 17, 2017, at which time~~a one-for-one basis following a termination of service as described in this plan.

During the ~~Company became~~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.

~~contractually entitled~~Item 6. Exhibits.

Exhibits marked with an asterisk (*) are incorporated by reference to ~~receive an additional 0.7 million shares upon settlement. See Note 4 to~~exhibits or appendices previously filed with the ~~Consolidated Financial Statements included~~SEC, as indicated by the references in ~~this report.~~


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

brackets. All other exhibits are filed or furnished herewith.



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~~
[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~~		Acknowledgement of Independent Registered Public Accounting Firm, dated ~~November 20, 2017.~~May 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 October 29, 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)

	~~THE HOME DEPOT, INC.~~By:		/s/ CRAIG A. MENEAR
	~~(Registrant)~~	Craig A. Menear, Chairman, Chief Executive Officer and President


~~By:~~	/s/ ~~CRAIG A. MENEAR~~
	~~Craig A. Menear~~
	~~Chairman, Chief Executive Officer and~~
	~~President~~CAROL B. TOMÉ

	~~/s/ CAROL B. TOMÉ~~
	Carol B. Tomé
	, Chief Financial Officer, and
	Executive Vice President – Corporate Services

Date:

~~November 20, 2017~~
~~(Date)~~May 21, 2018



Commonly Used or Defined Terms			~~Page~~ ii
~~Part I.~~Forward-Looking Statements		~~Financial Information~~	3iii

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 BALANCE SHEETS—~~ AsConsolidated Statements of ~~October 29, 2017 and January 29, 2017~~Cash Flows.	3

	~~CONSOLIDATED STATEMENTS OF EARNINGS—~~ ~~Three and Nine Months Ended October 29, 2017 and October 30, 2016~~	4

	~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME—~~ ~~Three and Nine Months Ended October 29, 2017 and October 30, 2016~~Notes to Consolidated Financial Statements.	5
	Note 1. Summary of Significant Accounting Policies.	5
	~~CONSOLIDATED STATEMENTS OF CASH FLOWS—~~ ~~Nine Months Ended October 29, 2017 and October 30, 2016~~	6

	~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Note 2. Net Sales.	7
	Note 3. Income Taxes.	8
	~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Note 4. Stockholders' Equity.	118
	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.	1211
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	15

~~Item 3.~~Part II – Other Information.		~~Quantitative~~15
Item 1A.	Risk Factors.	15
Item 2.	Unregistered Sales of Equity Securities and ~~Qualitative Disclosures about Market Risk~~Use of Proceeds.	16
Item 6.	Exhibits.	17

~~Item 4.~~		~~Controls and Procedures~~	17

~~Part II.~~	~~Other Information~~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 per share data	October 29, 2017			January 29, 2017
ASSETS
Current Assets:
Cash and Cash Equivalents	$	3,549		$	2,538
Receivables, net	2,166			2,029
Merchandise Inventories	13,419			12,549
Other Current Assets	548			608
Total Current Assets	19,682			17,724
Property and Equipment, at cost	41,614			40,426
Less Accumulated Depreciation and Amortization	19,654			18,512
Net Property and Equipment	21,960			21,914
Goodwill	2,217			2,093
Other Assets	1,164			1,235
Total Assets	$	45,023		$	42,966
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-Term Debt	$	125		$	710
Accounts Payable	8,570			7,000
Accrued Salaries and Related Expenses	1,488			1,484
Sales Taxes Payable	629			508
Deferred Revenue	1,788			1,669
Income Taxes Payable	139			25
Current Installments of Long-Term Debt	1,198			542
Other Accrued Expenses	2,065			2,195
Total Current Liabilities	16,002			14,133
Long-Term Debt, excluding current installments	24,266			22,349
Other Long-Term Liabilities	1,968			1,855
Deferred Income Taxes	244			296
Total Liabilities	42,480			38,633

Common Stock, par value $0.05; authorized: 10,000 shares; issued: 1,779 shares at October 29, 2017 and 1,776 shares at January 29, 2017; outstanding: 1,168 shares at October 29, 2017 and 1,203 shares at January 29, 2017	89			88
Paid-In Capital	9,883			9,787
Retained Earnings	39,193			35,519
Accumulated Other Comprehensive Loss	(629		)	(867		)
Treasury Stock, at cost, 611 shares at October 29, 2017 and 573 shares at January 29, 2017	(45,993		)	(40,194		)
Total Stockholders’ Equity	2,543			4,333
Total Liabilities and Stockholders’ Equity	$	45,023		$	42,966



	Three Months Ended						Nine Months Ended
amounts in millions, except per share data	October 29, 2017			October 30, 2016			October 29, 2017			October 30, 2016
NET SALES	$	25,026		$	23,154		$	77,021		$	72,388
Cost of Sales	16,378			15,112			50,758			47,628
GROSS PROFIT	8,648			8,042			26,263			24,760

Operating Expenses:
Selling, General and Administrative	4,514			4,280			13,424			12,949
Depreciation and Amortization	454			442			1,347			1,311
Total Operating Expenses	4,968			4,722			14,771			14,260

OPERATING INCOME	3,680			3,320			11,492			10,500

Interest and Other (Income) Expense:
Interest and Investment Income	(22		)	(10		)	(51		)	(25		)
Interest Expense	269			246			788			726
Interest and Other, net	247			236			737			701

EARNINGS BEFORE PROVISION FOR INCOME TAXES	3,433			3,084			10,755			9,799
Provision for Income Taxes	1,268			1,115			3,904			3,586
NET EARNINGS	$	2,165		$	1,969		$	6,851		$	6,213

Basic Weighted Average Common Shares	1,168			1,224			1,184			1,236
BASIC EARNINGS PER SHARE	$	1.85		$	1.61		$	5.79		$	5.03

Diluted Weighted Average Common Shares	1,174			1,229			1,190			1,242
DILUTED EARNINGS PER SHARE	$	1.84		$	1.60		$	5.76		$	5.00

Dividends Declared per Share	$	0.89		$	0.69		$	2.67		$	2.07



	Three Months Ended						Nine Months Ended
amounts in millions	October 29, 2017			October 30, 2016			October 29, 2017			October 30, 2016
NET EARNINGS	$	2,165		$	1,969		$	6,851		$	6,213
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	(145		)	(125		)	244			(8		)
Cash Flow Hedges, net of tax	(2		)	21			(5		)	23
Other	—			(1		)	(1		)	—
Total Other Comprehensive Income (Loss)	(147		)	(105		)	238			15
COMPREHENSIVE INCOME	$	2,018		$	1,864		$	7,089		$	6,228


4.	~~ACCELERATED SHARE REPURCHASE AGREEMENTS~~STOCKHOLDERS' EQUITY



Agreement Date	Settlement Date	Agreement Amount		Initial Shares Delivered	Additional Shares Delivered	Total Shares Delivered
Q2 2017	Q2 2017	$	1,650	9.7	1.1	10.8
Q3 2017⁽¹⁾	Q4 2017	$	1,200	6.7	0.7	7.4


(2)	The ASR agreement terminated on ~~November~~May 17, ~~2017,~~2018, at which time ~~the Company~~we became contractually entitled to receive an additional ~~0.7~~0.8 million shares upon settlement.


	Fair Value at October 29, 2017 Using							Fair Value at January 29, 2017 Using						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)		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	$	—	$	189		$	—	$	—	$	271	$	—	$	$	200		$	$	$	235		$
Derivative agreements - liabilities	—		(9		)	—		—		—		—		—	(29		)	—	—	(12		)	—
Total	$	—	$	180		$	—	$	—	$	271	$	—	$	$	171		$	$	$	223		$



	October 29, 2017				January 29, 2017
amounts in millions	Fair Value (Level 1)		Carrying Value		Fair Value (Level 1)		Carrying Value
Senior notes	$	26,650	$	24,482	$	23,620	$	22,013


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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


3.	~~LONG-TERM DEBT~~INCOME TAXES


5.	FAIR VALUE MEASUREMENTS



	% of Net Sales												% Increase (Decrease) in Dollar Amounts
	Three Months Ended						Nine Months Ended						% Increase (Decrease) in Dollar Amounts
	October 29, 2017			October 30, 2016			October 29, 2017			October 30, 2016			Three Months		Nine Months
NET SALES	100.0		%	100.0		%	100.0		%	100.0		%	8.1	%	6.4	%
GROSS PROFIT	34.6			34.7			34.1			34.2			7.5		6.1
Operating Expenses:
Selling, General and Administrative	18.0			18.5			17.4			17.9			5.5		3.7
Depreciation and Amortization	1.8			1.9			1.7			1.8			2.7		2.7
Total Operating Expenses	19.9			20.4			19.2			19.7			5.2		3.6

OPERATING INCOME	14.7			14.3			14.9			14.5			10.8		9.4
Interest and Other (Income) Expense:
Interest and Investment Income	(0.1		)	—			(0.1		)	—			N/M		N/M
Interest Expense	1.1			1.1			1.0			1.0			9.3		8.5
Interest and Other, net	1.0			1.0			1.0			1.0			4.7		5.1

EARNINGS BEFORE PROVISION FOR INCOME TAXES	13.7			13.3			14.0			13.5			11.3		9.8
Provision for Income Taxes	5.1			4.8			5.1			5.0			13.7		8.9
NET EARNINGS	8.7		%	8.5		%	8.9		%	8.6		%	10.0	%	10.3	%

SELECTED SALES DATA ⁽¹⁾
Number of Customer Transactions (millions)	389.5			380.0			1,212.0			1,184.8			2.5	%	2.3	%
Average Ticket (actual)	$	62.84		$	59.78		$	62.78		$	60.26		5.1	%	4.2	%
Sales per Square Foot (actual)	$	412.49		$	382.18		$	423.60		$	399.12		7.9	%	6.1	%
Comparable Store Sales Increase (%) ⁽²⁾	7.9		%	5.5		%	6.6		%	5.5		%	N/A		N/A
Online Sales (% of Net Sales) ⁽³⁾	6.2		%	5.6		%	6.4		%	5.6		%	18.6	%	21.6	%



	For the Twelve Months Ended
dollar amounts in millions	October 29, 2017			October 30, 2016
Net Earnings	$	8,595		$	7,684
Add:
Interest and Other, net	972			937
Provision for Income Taxes	4,852			4,428
Operating Income	14,419			13,049
Subtract:
Income Tax Adjustment ⁽¹⁾	5,234			4,771
Net Operating Profit After Tax	$	9,185		$	8,278

Average Debt and Equity ⁽²⁾	$	28,255		$	28,441

Return on Invested Capital ⁽³⁾	32.5		%	29.1		%

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨
(Do not check if a smaller reporting company)

Smaller reporting company ¨

Emerging growth company ¨

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