HOME DEPOT, INC. - Quarter Report: 2025 August (Form 10-Q)

(1)Includes depreciation and finance lease amortization in cost of sales. Also includes intangible asset amortization expense of $ million and $ million for the three and six months ended August 3, 2025, respectively, in our Primary segment, and intangible asset amortization expense of $ million and $ million for the three and six months ended August 3, 2025, respectively, in Other.

The fair values of our derivative instruments are determined using an income approach and Level 2 inputs, which primarily include the respective interest rate forward curves and discount rates. Our derivative instruments are discussed further in Note 5.

Long-lived assets, goodwill, and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment. We did not have any material assets or liabilities that were measured and recognized at fair value on a nonrecurring basis during the three and six months ended August 3, 2025 or July 28, 2024.

On June 29, 2025, we entered into a definitive agreement to acquire GMS, a leading distributor of specialty building products including drywall, ceilings, steel framing and other complementary products related to construction and remodeling projects in residential and commercial end markets across the U.S. and Canada. Under the terms of the merger agreement, we, through a wholly-owned subsidiary, made a cash tender offer to purchase all outstanding shares of GMS common stock for $ per share, reflecting an expected total equity value of approximately $ billion, and implying an expected total enterprise value (including net debt) of approximately $ billion. The closing of the acquisition is subject to customary closing conditions, including the receipt of required regulatory approvals and the tender of a number of shares of GMS common stock representing a majority of the then-outstanding shares, and is expected to be completed in the second half of fiscal 2025. The acquisition is expected to be funded through a combination of cash on hand and borrowings under our commercial paper program.

The following discussion provides an analysis of the Company’s financial condition and results of operations from management’s perspective and should be read in conjunction with the consolidated financial statements and related notes included in this report and in the 2024 Form 10-K and with our MD&A included in the 2024 Form 10-K.

We reported net sales of $45.3 billion in the second quarter of fiscal 2025. Net earnings were $4.6 billion, or $4.58 per diluted share. For the first six months of fiscal 2025, net sales were $85.1 billion and net earnings were $8.0 billion, or $8.03 per diluted share.

During the second quarter of fiscal 2025, we opened three new stores in the U.S., resulting in a total store count of 2,353 at August 3, 2025. A total of 322 stores, or 13.7%, were located in Canada and Mexico. Our inventory turnover ratio was 4.6 times at the end of the second quarter of fiscal 2025, compared to 4.9 times at the end of the second quarter of fiscal 2024. The decrease in our inventory turnover ratio was primarily driven by higher average inventory levels during the first six months of fiscal 2025.

We generated $9.0 billion of cash flow from operations during the first six months of fiscal 2025. This cash flow, together with cash on hand, was used to fund cash payments of $4.6 billion for dividends and fund $1.7 billion in capital expenditures. In addition, we repaid $1.2 billion of long-term debt and repaid $316 million of net commercial paper borrowings. In February 2025, we announced a 2.2% increase in our quarterly cash dividend to $2.30 per share.

Our ROIC for the trailing twelve-month period was 27.2% at the end of the second quarter of fiscal 2025 and 31.9% at the end of the second quarter of fiscal 2024. The decrease in ROIC was primarily driven by higher average long-term debt and higher average equity due to the financing of the SRS acquisition. See the Non-GAAP Financial Measures section below for our definition and calculation of ROIC.

On June 29, 2025, we entered into a definitive agreement to acquire GMS, a leading distributor of specialty building products including drywall, ceilings, steel framing and other complementary products related to construction and remodeling projects in residential and commercial end markets across the U.S. and Canada. Under the terms of the merger agreement, we, through a wholly-owned subsidiary, made a cash tender offer to purchase all outstanding shares of GMS common stock for $110 per share, reflecting an expected total equity value of approximately $4.3 billion, and implying an expected total enterprise value (including net debt) of approximately $5.5 billion. The closing of the acquisition is subject to customary closing conditions, including the receipt of required regulatory approvals and the tender of a number of shares of GMS common stock representing a majority of the then-outstanding shares, and is expected to be completed in the second half of fiscal 2025. The acquisition is expected to be funded through a combination of cash on hand and borrowings under our commercial paper program.

We continue to monitor developments with respect to tariffs and other trade policy matters closely. We have worked, and continue to work, diligently to diversify our global supply chain. We believe our actions, such as these diversification efforts, along with our scale, vendor relationships, and experienced internal teams, position us to effectively manage the impact that tariffs in effect as of the date of this filing are expected to have on our business. We plan to continue to assess our sourcing strategy on an ongoing basis to maintain a strong value proposition for our customers.

As trade policy discussions and developments are ongoing, we cannot predict with certainty their ultimate impact on our business in future periods, including our results of operations and cash flows. For more information on these risks and uncertainties see Part I, Item 1A. “Risk Factors” of our 2024 Form 10-K. 


	Three Months Ended
	August 3, 2025				July 28, 2024
dollars in millions	$		% of Net Sales		$		% of Net Sales
Net sales	$	45,277			$	43,175
Gross profit	15,125		33.4	%	14,416		33.4	%
Operating expenses:
Selling, general and administrative	7,764		17.1		7,144		16.5
Depreciation and amortization	806		1.8		738		1.7
Total operating expenses	8,570		18.9		7,882		18.3
Operating income	6,555		14.5		6,534		15.1
Interest and other (income) expense:
Interest income and other, net	(25)		(0.1)		(84)		(0.2)
Interest expense	575		1.3		573		1.3
Interest and other, net	550		1.2		489		1.1
Earnings before provision for income taxes	6,005		13.3		6,045		14.0
Provision for income taxes	1,454		3.2		1,484		3.4
Net earnings	$	4,551	10.1	%	$	4,561	10.6	%


	Three Months Ended
Selected financial and sales data:	August 3, 2025			July 28, 2024			% Change
Comparable sales (% change)	1.0		%	(3.3)		%	N/A
Comparable customer transactions (% change) (1)	(0.4)		%	(2.2)		%	N/A
Comparable average ticket (% change) (1) (2)	1.4		%	(1.3)		%	N/A
Customer transactions (in millions) (1)	446.8			451.0			(0.9)	%
Average ticket (1) (2)	$	90.01		$	88.90		1.2	%
Diluted earnings per share	$	4.58		$	4.60		(0.4)	%

We assess our sales performance by evaluating both net sales and comparable sales. In fiscal 2025, there is a one-week calendar shift as a result of the 53rd week in fiscal 2024. For purposes of the following discussion, comparable sales, comparable customer transactions, and comparable average ticket are based upon the comparable 13-week period from fiscal 2024.

Net Sales. Net sales for the second quarter of fiscal 2025 were $45.3 billion, an increase of 4.9% from $43.2 billion for the second quarter of fiscal 2024. The increase in net sales for the second quarter of fiscal 2025 was primarily driven by SRS, which was acquired on June 18, 2024, and contributed $1.8 billion of incremental net sales during the second quarter of fiscal 2025. Net sales also increased due to the impact of a positive comparable sales environment and sales from new stores, partially offset by the calendar shift which resulted in the second quarter of fiscal 2025 including one less week of spring and one additional week of summer.

Online sales, which consist of sales of products generated through websites and mobile applications, represented 15.6% of net sales during the second quarter of fiscal 2025 and increased by 10.1% compared to the second quarter of fiscal 2024. Calculated on a comparable week basis relative to fiscal 2024, online sales increased by 11.5%.

Comparable Sales. Comparable sales is a measure that highlights the performance of our existing locations and websites by measuring the change in net sales for a period over the comparable prior period of equivalent length. Comparable sales includes sales at locations, physical and online, open greater than 52 weeks (including remodels and relocations) and excludes closed stores. Acquisitions are typically included in comparable sales after they have been owned for more than 52 weeks. Fiscal 2025 includes 52 weeks and fiscal 2024 included 53 weeks. For our calculation of comparable sales in fiscal 2025, we will compare weeks 1 through 52 in fiscal 2025 against weeks 2 through 53 in fiscal 2024. Comparable sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable sales may not be the same as similarly titled measures reported by other companies.

Total comparable sales for the second quarter of fiscal 2025 increased 1.0%, primarily reflecting a 1.4% increase in comparable average ticket and a 0.4% decrease in comparable customer transactions compared to the second quarter of fiscal 2024. Foreign exchange rates negatively impacted comparable sales by approximately 40 basis points for the quarter. Our comparable sales results reflect broader customer engagement with smaller home improvement projects, which was offset by the continued impact of macroeconomic uncertainties and other macroeconomic factors, including a persisting high interest rate environment pressuring large home improvement project demand.

During the second quarter of fiscal 2025, our Storage & Organization, Bath, Hardware, Building Materials, Indoor Garden, Electrical, Kitchen & Blinds, Outdoor Garden, Millwork, Power, Plumbing, and Appliances merchandising departments within our Primary segment posted positive comparable sales compared to the second quarter of fiscal 2024.

Gross profit for the second quarter of fiscal 2025 increased 4.9% to $15.1 billion from $14.4 billion for the second quarter of fiscal 2024. Gross profit as a percentage of net sales, or gross profit margin, was 33.4% for both the second quarters of fiscal 2025 and 2024, and reflects benefits from shrink and supply chain efficiencies within our Primary segment in the second quarter of fiscal 2025, offset by the inclusion of SRS in our consolidated results for the full second quarter of fiscal 2025.

Selling, General & Administrative. SG&A for the second quarter of fiscal 2025 increased $620 million, or 8.7%, to $7.8 billion from $7.1 billion for the second quarter of fiscal 2024. As a percentage of net sales, SG&A was 17.1% for the second quarter of fiscal 2025 compared to 16.5% for the second quarter of fiscal 2024, primarily reflecting the impact of higher payroll and related costs in the second quarter of fiscal 2025 within our Primary segment.

Depreciation and Amortization. Depreciation and amortization for the second quarter of fiscal 2025 increased $68 million, or 9.2%, to $806 million from $738 million for the second quarter of fiscal 2024. As a percentage of net sales, depreciation and amortization was 1.8% for the second quarter of fiscal 2025 compared to 1.7% for the second quarter of fiscal 2024, primarily reflecting increased intangible asset amortization expense related to SRS.

Interest and other, net for the second quarter of fiscal 2025 increased $61 million, or 12.5%, to $550 million from $489 million for the second quarter of fiscal 2024. As a percentage of net sales, interest and other, net was 1.2% for the second quarter of fiscal 2025 compared to 1.1% for the second quarter of fiscal 2024, primarily reflecting higher long-term debt balances and lower interest income in the second quarter of fiscal 2025, partially offset by lower commercial paper borrowings during the second quarter of fiscal 2025.


	Six Months Ended
	August 3, 2025				July 28, 2024
dollars in millions	$		% of Net Sales		$		% of Net Sales
Net sales	$	85,133			$	79,593
Gross profit	28,584		33.6	%	26,849		33.7	%
Operating expenses:
Selling, general and administrative	15,294		18.0		13,811		17.4
Depreciation and amortization	1,602		1.9		1,425		1.8
Total operating expenses	16,896		19.8		15,236		19.1
Operating income	11,688		13.7		11,613		14.6
Interest and other (income) expense:
Interest income and other, net	(49)		(0.1)		(141)		(0.2)
Interest expense	1,190		1.4		1,058		1.3
Interest and other, net	1,141		1.3		917		1.2
Earnings before provision for income taxes	10,547		12.4		10,696		13.4
Provision for income taxes	2,563		3.0		2,535		3.2
Net earnings	$	7,984	9.4	%	$	8,161	10.3	%


	Six Months Ended
Selected financial and sales data:	August 3, 2025			July 28, 2024			% Change
Comparable sales (% change)	0.4		%	(3.1)		%	N/A
Comparable customer transactions (% change) (1)	(0.5)		%	(1.9)		%	N/A
Comparable average ticket (% change) (1) (2)	0.7		%	(1.3)		%	N/A
Customer transactions (in millions) (1)	841.6			837.8			0.5	%
Average ticket (1) (2)	$	90.34		$	89.72		0.7
Diluted earnings per share	$	8.03		$	8.23		(2.4)	%

Net Sales. Net sales for the first six months of fiscal 2025 were $85.1 billion, an increase of 7.0% from $79.6 billion for the first six months of fiscal 2024. The increase in net sales for the first six months of fiscal 2025 was primarily driven by SRS, which was acquired on June 18, 2024, and contributed $4.4 billion of incremental net sales during the first six months of fiscal 2025. Net sales also increased due to the impact of a positive comparable sales environment and sales from new stores. Additionally, due to the 53rd week in fiscal 2024, the first six months of fiscal 2025 included one less week of winter and one additional week of summer, which further contributed to the increase in net sales in the first six months of fiscal 2025.

Online sales represented 15.6% of net sales during the first six months of fiscal 2025 and increased by 10.5% compared to the first six months of fiscal 2024. Calculated on a comparable week basis relative to fiscal 2024, online sales increased by 10.0%.

Comparable Sales. Total comparable sales for the first six months of fiscal 2025 increased 0.4%, reflecting a 0.7% increase in comparable average ticket and a 0.5% decrease in comparable customer transactions compared to the first six months of fiscal 2024. Foreign exchange rates negatively impacted comparable sales by approximately 55 basis points for the first six months of fiscal 2025. Our comparable sales results reflect broader customer engagement with smaller home improvement projects, which was offset by the impact of macroeconomic uncertainties and other macroeconomic factors, including a persisting high interest rate environment pressuring large home improvement project demand.

During the first six months of fiscal 2025, our Storage & Organization, Indoor Garden, Building Materials, Electrical, Outdoor Garden, Appliances, Plumbing, Bath, Hardware, and Kitchen & Blinds merchandising departments within our Primary segment posted positive comparable sales compared to the first six months of fiscal 2024.

Gross profit for the first six months of fiscal 2025 increased 6.5% to $28.6 billion from $26.8 billion for the first six months of fiscal 2024. Gross profit as a percentage of net sales, or gross profit margin, was 33.6% for the first six months of fiscal 2025 compared to 33.7% for the first six months of fiscal 2024. The decrease in gross profit margin during the first six months of fiscal 2025 reflects the inclusion of SRS in our consolidated results for the full first six months of fiscal 2025, partially offset by benefits from shrink and supply chain efficiencies within our Primary segment.

Selling, General & Administrative. SG&A for the first six months of fiscal 2025 increased $1.5 billion, or 10.7%, to $15.3 billion from $13.8 billion for the first six months of fiscal 2024. As a percentage of net sales, SG&A was 18.0% for the first six months of fiscal 2025 compared to 17.4% for the first six months of fiscal 2024, which primarily reflects higher payroll and related costs during the first six months of fiscal 2025 along with the impact of a non-recurring legal-related benefit recognized during the first six months of fiscal 2024 within our Primary segment.

Depreciation and Amortization. Depreciation and amortization for the first six months of fiscal 2025 increased $177 million, or 12.4%, to $1.6 billion from $1.4 billion for the first six months of fiscal 2024. As a percentage of net sales, depreciation and amortization was 1.9% for the first six months of fiscal 2025 and 1.8% for the first six months of fiscal 2024, primarily reflecting increased intangible asset amortization expense related to SRS.

Interest and other, net for the first six months of fiscal 2025 increased $224 million, or 24.4%, to $1.1 billion from $917 million for the first six months of fiscal 2024. As a percentage of net sales, interest and other, net was 1.3% for the first six months of fiscal 2025 compared to 1.2% for the first six months of fiscal 2024, primarily due to higher long-term debt balances and lower interest income in fiscal 2025, partially offset by lower commercial paper borrowings during fiscal 2025.

Our combined effective income tax rate was 24.3% for the first six months of fiscal 2025 compared to 23.7% for the first six months of fiscal 2024. The increase in our effective tax rate was driven by certain discrete tax benefits recognized during the first six months of fiscal 2024.

Diluted earnings per share were $8.03 for the first six months of fiscal 2025, compared to $8.23 for the first six months of fiscal 2024. The decrease in diluted earnings per share was primarily driven by lower net earnings during the first six months of fiscal 2025.

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

We believe ROIC is meaningful for management, investors and ratings agencies because it measures how effectively we deploy our capital base. ROIC is a non-GAAP profitability measure, not a measure of financial performance under GAAP. We define ROIC as NOPAT, a non-GAAP financial measure, for the most recent twelve-month period, divided by average debt and equity. We define average debt and equity as the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period.


	Twelve Months Ended (2)
dollars in millions	August 3, 2025			July 28, 2024
Net earnings	$	14,629		$	14,772
Interest and other, net	2,344			1,813
Provision for income taxes	4,628			4,577
Operating income	21,601			21,162
Income tax adjustment (1)	(5,189)			(5,044)
NOPAT	$	16,412		$	16,118

Average debt and equity	$	60,305		$	50,534

ROIC	27.2		%	31.9		%

At August 3, 2025, we had $2.8 billion in cash and cash equivalents, of which $1.1 billion was held by our foreign subsidiaries. We believe that our current cash position, cash flow generated from operations, funds available from our commercial paper program, and access to the long-term debt capital markets should be sufficient not only for our operating requirements, any required debt payments, and satisfaction of other contractual obligations, but also to enable us to invest in the business, fund dividend payments, and fund any share repurchases through the next several fiscal years. In addition, we believe that we have the ability to obtain alternative sources of financing, if necessary.

Our material cash requirements include contractual and other obligations arising in the normal course of business. These obligations primarily include long-term debt and related interest payments, operating and finance lease obligations, and purchase obligations. In addition to our cash requirements, we follow a disciplined approach to capital allocation. This approach first prioritizes investing in the business, followed by paying dividends, with the intent of then returning excess cash to shareholders in the form of share repurchases. In March 2024, we paused share repurchases in connection with the acquisition of SRS and do not have plans to resume share repurchases in fiscal 2025.

On July 4, 2025, the OBBBA was signed into law in the U.S., which includes a broad range of tax provisions, including the allowance to expense 100% of the cost of qualified property and immediate expensing of domestic research and experimental expenditures. While we continue to assess its implications, we expect a reduction in our fiscal 2025 cash tax payments due to the above mentioned provisions.

During the first six months of fiscal 2025, we invested approximately $1.7 billion back into our business in the form of capital expenditures. In line with our expectation of approximately 2.5% of fiscal 2025 net sales, we plan to invest approximately $4 billion back into our business in the form of capital expenditures in fiscal 2025. We expect to make these investments across initiatives to improve the customer experience, including through technology and development of other differentiated capabilities, to continue to mature and build out Pro customer capabilities, as well as to build new stores. However, we may adjust our capital expenditures to support the operations of the business, to enhance long-term strategic positioning, or in response to the economic environment, as necessary or appropriate. We may also utilize strategic acquisitions to help accelerate our strategic initiatives.

In February 2025, we announced a 2.2% increase in our quarterly cash dividend from $2.25 to $2.30 per share. During the first six months of fiscal 2025, we paid cash dividends of $4.6 billion to shareholders. We intend to pay a dividend in the future; however, any future dividend is subject to declaration by our Board of Directors based on our earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors.

In August 2023, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $15.0 billion, which was approved in August 2022. The August 2023 authorization does not have a prescribed expiration date. As of August 3, 2025, approximately $11.7 billion of the $15.0 billion share repurchase authorization remained available.

At the beginning of fiscal 2025, we had a commercial paper program that allowed for an aggregate of $7.0 billion in borrowings, and was supported by $7.0 billion of back-up credit facilities. These back-up credit facilities consisted of a five-year $3.5 billion credit facility scheduled to expire in July 2027, a 364-day $2.0 billion credit facility scheduled to expire in May 2025, and a 364-day $1.5 billion credit facility scheduled to expire in July 2025.

In May 2025, we terminated all three back-up credit facility agreements and simultaneously entered into a new five-year $3.5 billion credit facility scheduled to expire in May 2030 and a new 364-day $3.5 billion credit facility scheduled to expire in May 2026.

In July 2025, we increased our commercial paper program by $4.0 billion in connection with the anticipated financing of the acquisition of GMS (see Note 10 to our consolidated financial statements). In July 2025, in connection with the increase in the commercial paper program, we also entered into a new three-year $3.0 billion back-up credit facility scheduled to expire in July 2028, a new 364-day $1.0 billion back-up credit facility scheduled to expire in July 2026, and amended and restated our existing 364-day $3.5 billion credit facility to extend the maturity from May 2026 to July 2026. In the aggregate, as of August 3, 2025, our commercial paper program allows for borrowings up to $11.0 billion and is supported by $11.0 billion of back-up credit facilities.

During the first six months of fiscal 2025, all of our short term borrowings were under our commercial paper program, and the maximum amount outstanding during that period was $1.1 billion. At August 3, 2025, we had no outstanding borrowings under our commercial paper program or back-up credit facilities, and we were in compliance with all of the covenants contained in our back-up credit facilities, none of which are expected to impact our liquidity or capital resources.

We also issue senior notes from time to time as part of our capital management strategy. We did not have any issuances of senior notes during the first six months of fiscal 2025. In April 2025, we repaid our $500 million 2.70% and $500 million 5.125% senior notes at maturity.

The indentures governing our senior notes do not generally limit our ability to incur additional indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity. The indentures governing our notes contain various customary covenants; however, none of the covenants are expected to impact our liquidity or capital resources. We were in compliance with all such covenants at August 3, 2025. See Note 5 to our consolidated financial statements for further discussion of our debt arrangements.

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

Net cash provided by operating activities decreased by $1.9 billion in the first six months of fiscal 2025 compared to the first six months of fiscal 2024, primarily due to changes in working capital. Changes in working capital were primarily driven by increased inventory levels during the first six months of fiscal 2025 along with the deferral of our fourth quarter fiscal 2024 estimated federal tax payment to the first quarter of fiscal 2025.

Net cash used in financing activities in the first six months of fiscal 2025 primarily reflected $4.6 billion of cash dividends paid, $1.2 billion of repayments of long-term debt, and $316 million of net repayments of commercial paper borrowings. Net cash provided by financing activities in the first six months of fiscal 2024 primarily reflected $10.0 billion of net proceeds from the issuance of long-term debt and $2.5 billion of proceeds from commercial paper borrowings, net of repayments, which were used to finance the SRS acquisition. This was partially offset by $4.5 billion of cash dividends paid, $1.3 billion of repayments of long-term debt, and $649 million of share repurchases prior to pausing share repurchases in March 2024.

During the first six months of fiscal 2025, there were no changes to our critical accounting estimates or our significant accounting policies as disclosed in the 2024 Form 10-K. Our significant accounting policies are disclosed in Note 1 to our consolidated financial statements.

Our exposure to market risk results primarily from fluctuations in interest rates in connection with our long-term debt portfolio. We are also exposed to risks from foreign currency exchange rate fluctuations on the translation of our foreign operations into U.S. dollars and on the purchase of goods by these foreign operations that are not denominated in their local currencies. Additionally, we may experience inflation and deflation related to our purchase and sale of certain commodity products. During the first six months of fiscal 2025, there have been no material changes to our market risks from those disclosed in the 2024 Form 10-K.

Under the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and concluded that our disclosure controls and procedures were effective as of August 3, 2025.

We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems. We plan to continue to migrate additional business processes over the course of the next few years and have modified and will continue to modify the design and implementation of certain internal control processes as the transformation continues.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended August 3, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental regulations if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. Accordingly, below we have provided an update regarding the civil consent decree we entered into with the U.S. Department of Justice, the U.S. Environmental Protection Agency (the “EPA”), and the states of Utah, Massachusetts, and Rhode Island in April 2021.

As previously reported, including in our Quarterly Report on Form 10-Q for the first quarter of fiscal 2025, the decree required certain changes to lead-safe work practices in our installation services business and provided for stipulated penalties for failure to perform by third-party installers. In the second quarter of fiscal 2025, we made the final payment of stipulated penalties owed under the decree, and we are now working with the EPA to terminate the decree. The aggregate amount of stipulated penalties paid to the EPA under the decree totaled approximately $1.7 million, and we have collected fines from our third-party installers for the approximately $1.7 million paid.

In addition to the information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A. “Risk Factors” and elsewhere in the 2024 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 material to our business. There have been no material changes in the risk factors discussed in the 2024 Form 10-K.


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)(3)
May 5, 2025 – June 1, 2025	5,554	$	369.41	—	$	11,657,503,041
June 2, 2025 – June 29, 2025	2,823	364.80		—	11,657,503,041
June 30, 2025 – August 3, 2025	2,528	369.18		—	11,657,503,041
	10,905	368.17		—

(1)These amounts reflect deemed repurchases pursuant to our Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 (the “Plan”). Under the Plan, participants surrender shares as payment of applicable tax withholding on the vesting of restricted stock. Participants in the Plan 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 Plan are repurchased pursuant to the terms of the Plan and applicable award agreement and not pursuant to publicly announced share repurchase programs.

(2)On August 14, 2023, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $15.0 billion, which was approved on August 18, 2022. The August 2023 authorization does not have a prescribed expiration date. As previously disclosed, we paused share repurchases in March 2024 and have not resumed share repurchase activity as of August 3, 2025.

During the second quarter of fiscal 2025, we issued 2,353 deferred stock units under The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of the SEC’s Regulation D thereunder. The deferred stock units were credited during the second quarter of fiscal 2025 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. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in the plan.

During the second quarter of fiscal 2025, we credited 915 deferred stock units to participant accounts under the Restoration Plans 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 these plans.

During the fiscal quarter ended August 3, 2025, no director or officer (as defined in the rules under Section 16 of the Exchange Act) of the Company or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

‡ Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide a copy of such omitted documents to the SEC upon request.


THE HOME DEPOT, INC. (Registrant)

By:			/s/ EDWARD P. DECKER
			Edward P. Decker, Chair, President and Chief Executive Officer (Principal Executive Officer)

			/s/ RICHARD V. MCPHAIL
			Richard V. McPhail, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

			/s/ KIMBERLY R. SCARDINO
			Kimberly R. Scardino, Senior Vice President – Finance, Chief Accounting Officer and Controller (Principal Accounting Officer)

Date:			August 25, 2025


Exhibit		Description
2.1	*‡	Agreement and Plan of Merger, dated as of March 27, 2024 by and among The Home Depot, Inc., Star Acquisition Merger Sub Inc., Shingle Acquisition Holdings, Inc. and Shingle Acquisition, LP [Form 10-Q filed on May 21, 2024, Exhibit 2.1]
3.1	*	Amended and Restated Certificate of Incorporation of The Home Depot, Inc. [Form 10-Q filed on September 1, 2011, Exhibit 3.1]
3.2	*	By-Laws of The Home Depot, Inc. (As Amended and Restated Effective February 23, 2023) [Form 8-K filed on February 28, 2023, Exhibit 3.2]
31.1		Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a)
31.2		Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)
32.1		Certification of the Chair, President and Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


Executive Summary			15
Results of Operations			16
Liquidity and Capital Resources			20
Critical Accounting Estimates			22

HOME DEPOT, INC. - Quarter Report: 2025 August (Form 10-Q)

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