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 2021 Form 10-K and with our MD&A included in
the 2021 Form 10-K. Our MD&A includes the following sections:

• Executive Summary

• Results of Operations

• Liquidity and Capital Resources

• Critical Accounting Policies


                               EXECUTIVE SUMMARY

The following table presents quarter to date and year to date highlights of our financial performance:



                                                        Three Months Ended                     Six Months Ended
                                                   July 31,           August 1,          July 31,          August 1,
dollars in millions, except per share data           2022                2021              2022               2021
Net sales                                        $   43,792          $  41,118          $ 82,700          $  78,618
Net earnings                                          5,173              4,807             9,404              8,952

Diluted earnings per share                       $     5.05          $    4.53          $   9.13          $    8.38

Net cash provided by operating activities                                               $  7,182          $   9,947
Proceeds from long-term debt, net of discounts                                             3,957                  -
Repayments of long-term debt                                                               2,366              1,434
Repurchases of common stock                                                                3,962              6,905


We reported net sales of $43.8 billion in the second quarter of fiscal 2022. Net
earnings were $5.2 billion, or $5.05 per diluted share. For the first six months
of fiscal 2022, net sales were $82.7 billion and net earnings were $9.4 billion,
or $9.13 per diluted share.

We did not open or close any stores during the second quarter of fiscal 2022,
resulting in a store count of 2,316 at the end of the second quarter of fiscal
2022. As of July 31, 2022, a total of 311 stores, or 13.4%, were located in
Canada and Mexico. For the second quarter of fiscal 2022, sales per retail
square foot were $700.62, and for the first six months of fiscal 2022, sales per
retail square foot were $661.27. Our inventory turnover ratio was 4.5 times at
the end of the second quarter of fiscal 2022, compared to 5.7 times at the end
of the second quarter of fiscal 2021. The decrease in our inventory turnover
ratio was driven by an increase in average inventory levels during the first
half of fiscal 2022 resulting from strategic investments to promote higher
in-stock levels and to pull forward merchandise for events in the second half of
fiscal 2022 in response to ongoing global supply chain disruption, as well as
continued investment in our new supply chain facilities and carry over of some
spring seasonal inventory.

We generated $7.2 billion of cash flow from operations and issued $4.0 billion
of long-term debt, net of discounts, during the first six months of fiscal 2022.
This cash flow, together with cash on hand, was used to fund cash payments of
$4.0 billion for share repurchases and $3.9 billion for dividends. In addition,
we repaid $2.4 billion of long-term debt and $496 million of net short-term debt
and funded $1.4 billion in capital expenditures. In February 2022, we announced
a 15% increase in our quarterly cash dividend to $1.90 per share.

Our ROIC for the trailing twelve-month period was 45.6% at the end of the second
quarter of fiscal 2022 and 44.7% at the end of the second quarter of fiscal
2021. See the   Non-GAAP Financial Measures   section below for our definition
and calculation of ROIC, as well as a reconciliation of NOPAT, a non-GAAP
financial measure, to net earnings (the most comparable GAAP financial measure).

                                       13

--------------------------------------------------------------------------------

Table of Contents


                             RESULTS OF OPERATIONS

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

FISCAL 2022 AND FISCAL 2021 THREE MONTH COMPARISONS



                                                                                 Three Months Ended
                                                           July 31, 2022                                    August 1, 2021
                                                                           % of                                             % of
dollars in millions                                 $                    Net Sales                   $                    Net Sales
Net sales                                    $      43,792                                    $      41,118
Gross profit                                        14,483                      33.1  %              13,665                      33.2  %
Operating expenses:
Selling, general and administrative                  6,657                      15.2                  6,433                      15.6
Depreciation and amortization                          616                       1.4                    593                       1.4
Total operating expenses                             7,273                      16.6                  7,026                      17.1
Operating income                                     7,210                      16.5                  6,639                      16.1
Interest and other (income) expense:
Interest income and other, net                          (2)                        -                     (5)                        -
Interest expense                                       381                       0.9                    326                       0.8
Interest and other, net                                379                       0.9                    321                       0.8
Earnings before provision for income taxes           6,831                      15.6                  6,318                      15.4
Provision for income taxes                           1,658                       3.8                  1,511                       3.7
Net earnings                                 $       5,173                      11.8  %       $       4,807                      11.7  %


-----

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



                                                       Three Months Ended
                                                    July 31,       August 

1,


Selected financial and sales data:                    2022           2021         % Change
Comparable sales (% change)                             5.8  %         4.5  %           N/A

Comparable customer transactions (% change) (1) (3.1) % (6.0) %

           N/A
Comparable average ticket (% change) (1)                9.0  %        11.3  %           N/A
Customer transactions (in millions) (1)               467.4          481.7          (3.0) %
Average ticket (1) (2)                             $  90.02       $  82.48           9.1  %
Sales per retail square foot (1) (3)               $ 700.62       $ 663.05           5.7  %
Diluted earnings per share                         $   5.05       $   4.53          11.5  %


-----

(1)Does not include results for HD Supply.

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



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

Sales

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

Net Sales. Net sales for the second quarter of fiscal 2022 increased $2.7
billion, or 6.5%, to $43.8 billion from $41.1 billion for the second quarter of
fiscal 2021. The increase in net sales for the second quarter of fiscal 2022
primarily reflected the impact of positive comparable sales driven by an
increase in comparable average ticket, partially offset by a decrease in
comparable customer transactions. A stronger U.S. dollar negatively impacted net
sales by $129 million in the second quarter of fiscal 2022.

                                       14
--------------------------------------------------------------------------------
  Table of     Contents
Online sales, which consist of sales generated through our websites and mobile
applications for products picked up at our stores or delivered to customer
locations, represented 13.9% of net sales during the second quarter of fiscal
2022 and grew by 12.0% compared to the second quarter of fiscal 2021. The
increase in online sales for the second quarter of fiscal 2022 was a result of
customers continuing to leverage our digital platforms and reflects our ongoing
investments to enhance these platforms and related fulfillment capabilities,
which support our interconnected retail strategy.

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

Total comparable sales for the second quarter of fiscal 2022 increased 5.8%,
reflecting a 9.0% increase in comparable average ticket, partially offset by a
3.1% decrease in comparable customer transactions compared to the second quarter
of fiscal 2021. The increase in comparable average ticket was primarily driven
by inflation, as well as demand for new and innovative products. While
comparable customer transactions were negative during the second quarter of
fiscal 2022, transactions improved compared to the first quarter of fiscal 2022
as spring broke across the country.

During the second quarter of fiscal 2022, all of our merchandising departments
posted positive comparable sales compared to the second quarter of fiscal 2021.
Our Building Materials, Plumbing, Millwork, Paint, and Hardware departments
posted comparable sales above the Company average.

Gross Profit



Gross profit for the second quarter of fiscal 2022 increased 6.0% to $14.5
billion from $13.7 billion for the second quarter of fiscal 2021. Gross profit
as a percentage of net sales, or gross profit margin, was 33.1% for the second
quarter of fiscal 2022 compared to 33.2% for the second quarter of fiscal 2021.
The decrease in gross profit margin during the second quarter of fiscal 2022 was
primarily driven by investments in our supply chain network and higher product
and transportation costs offset by the benefit from higher retail prices.

Operating Expenses

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



Selling, General & Administrative. SG&A for the second quarter of fiscal 2022
increased $224 million, or 3.5%, to $6.7 billion from $6.4 billion for the
second quarter of fiscal 2021. As a percentage of net sales, SG&A was 15.2% for
the second quarter of fiscal 2022 compared to 15.6% for the second quarter of
fiscal 2021, primarily reflecting leverage from a positive comparable sales
environment and strong expense management, partially offset by wage investments
for hourly associates and increased operational costs, including investments
designed to drive efficiencies in our stores.

Depreciation and Amortization. Depreciation and amortization for the second
quarter of fiscal 2022 increased $23 million, or 3.9%, to $616 million from $593
million for the second quarter of fiscal 2021. As a percentage of net sales,
depreciation and amortization was 1.4% for the second quarter of both fiscal
2022 and fiscal 2021, primarily reflecting leverage from a positive comparable
sales environment, offset by increased depreciation expense from strategic
investments in the business.

Interest and Other, net



Interest and other, net, was $379 million for the second quarter of fiscal 2022
compared to $321 million for the second quarter of fiscal 2021. Interest and
other, net, as a percentage of net sales was 0.9% for the second quarter of
fiscal 2022 compared to 0.8% for the second quarter of fiscal 2021, primarily
reflecting higher interest expense due to higher debt balances during the second
quarter of fiscal 2022, partially offset by leverage from a positive comparable
sales environment.

Provision for Income Taxes

Our combined effective income tax rate was 24.3% for the second quarter of fiscal 2022 compared to 23.9% for the second quarter of fiscal 2021.


                                       15
--------------------------------------------------------------------------------
  Table of     Contents
Diluted Earnings per Share

Diluted earnings per share were $5.05 for the second quarter of fiscal 2022
compared to $4.53 for the second quarter of fiscal 2021. The increase in diluted
earnings per share was driven by higher net earnings during the second quarter
of fiscal 2022, as well as lower diluted shares due to share repurchases.

FISCAL 2022 AND FISCAL 2021 SIX MONTH COMPARISONS



                                                                                  Six Months Ended
                                                           July 31, 2022                                    August 1, 2021
                                                                           % of                                             % of
dollars in millions                                 $                    Net Sales                   $                    Net Sales
Net sales                                    $      82,700                                    $      78,618
Gross profit                                        27,628                      33.4  %              26,407                      33.6  %
Operating expenses:
Selling, general and administrative                 13,267                      16.0                 12,807                      16.3
Depreciation and amortization                        1,222                       1.5                  1,180                       1.5
Total operating expenses                            14,489                      17.5                 13,987                      17.8
Operating income                                    13,139                      15.9                 12,420                      15.8
Interest and other (income) expense:
Interest income and other, net                          (5)                        -                    (11)                        -
Interest expense                                       753                       0.9                    665                       0.8
Interest and other, net                                748                       0.9                    654                       0.8
Earnings before provision for income taxes          12,391                      15.0                 11,766                      15.0
Provision for income taxes                           2,987                       3.6                  2,814                       3.6
Net earnings                                 $       9,404                      11.4  %       $       8,952                      11.4  %


-----

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


                                                        Six Months Ended
                                                    July 31,       August 

1,


Selected financial and sales data:                    2022           2021         % Change
Comparable sales (% change)                             4.1  %        15.8  %           N/A

Comparable customer transactions (% change) (1) (5.7) % 4.6 %

           N/A
Comparable average ticket (% change) (1)               10.0  %        10.9  %           N/A
Customer transactions (in millions) (1)               878.1          928.9          (5.5) %
Average ticket (1) (2)                             $  90.82       $  82.43          10.2  %
Sales per retail square foot (1) (3)               $ 661.27       $ 634.30           4.3  %
Diluted earnings per share                         $   9.13       $   8.38           8.9  %


-----

(1)Does not include results for HD Supply.

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



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

Sales

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

Net Sales. Net sales for the first six months of fiscal 2022 increased 5.2% to
$82.7 billion from $78.6 billion for the first six months of fiscal 2021. The
increase in net sales for the first six months of fiscal 2022 primarily
reflected the impact of positive comparable sales driven by an increase in
comparable average ticket, partially offset by a decrease in comparable customer
transactions. A stronger U.S. dollar negatively impacted net sales by $152
million for the first six months of fiscal 2022.

                                       16
--------------------------------------------------------------------------------
  Table of     Contents
Online sales, which consist of sales generated through our websites and mobile
applications for products picked up in our stores or delivered to customer
locations, represented 14.1% of net sales during the first six months of fiscal
2022 and grew by 7.9% compared to the first six months of fiscal 2021. The
increase in online sales for the first six months of fiscal 2022 was a result of
customers continuing to leverage our digital platforms and reflects our ongoing
investments to enhance these platforms and related fulfillment capabilities,
which support our interconnected retail strategy.

Comparable Sales. Total comparable sales for the first six months of fiscal 2022
increased 4.1%, reflecting a 10.0% increase in comparable average ticket,
partially offset by a 5.7% decrease in comparable customer transactions compared
to the first six months of fiscal 2021. The increase in comparable average
ticket was primarily driven by inflation, as well as demand for new and
innovative products. The decrease in comparable customer transactions reflects
the impact of cycling favorable weather and government stimulus during the first
six months of fiscal 2021.

During the first six months of fiscal 2022, 12 of our 14 merchandising
departments posted positive comparable sales, led by Plumbing, Building
Materials, Millwork, and Paint when compared to the first six months of fiscal
2021. Our Indoor and Outdoor Garden departments posted single-digit negative
comparable sales.

Gross Profit

Gross profit for the first six months of fiscal 2022 increased 4.6% to $27.6
billion from $26.4 billion for the first six months of fiscal 2021. Gross profit
as a percentage of net sales, or gross profit margin, was 33.4% for the first
six months of fiscal 2022 compared to 33.6% for the first six months of fiscal
2021. The decrease in gross profit margin during the first six months of fiscal
2022 was primarily driven by investments in our supply chain network and higher
product and transportation costs offset by the benefit from higher retail
prices.

Operating Expenses

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



Selling, General & Administrative. SG&A for the first six months of fiscal 2022
increased $460 million, or 3.6% to $13.3 billion from $12.8 billion for the
first six months of fiscal 2021. As a percentage of net sales, SG&A was 16.0%
for the first six months of fiscal 2022 compared to 16.3% for the first six
months of fiscal 2021, primarily reflecting leverage from a positive comparable
sales environment and strong expense management, partially offset by wage
investments for hourly associates and increased operational costs, including
investments designed to drive efficiencies in our stores.

Depreciation and Amortization. Depreciation and amortization for the first six
months of fiscal 2022 increased $42 million, or 3.6% to $1.2 billion. As a
percentage of net sales, depreciation and amortization was 1.5% for the first
six months of both fiscal 2022 and fiscal 2021, reflecting leverage from a
positive comparable sales environment, offset by increased depreciation expense
from strategic investments in the business.

Interest and Other, net



Interest and other, net for the first six months of fiscal 2022 was $748 million
compared to $654 million for the first six months of fiscal 2021. Interest and
other, net, as a percentage of net sales was 0.9% for the first six months of
fiscal 2022 and 0.8% for the first six months of fiscal 2021, primarily
reflecting higher interest expense due to higher debt balances during the first
six months of fiscal 2022, partially offset by leverage from a positive
comparable sales environment.

Provision for Income Taxes

Our combined effective income tax rate was 24.1% for the first six months of fiscal 2022 compared to 23.9% for the first six months of fiscal 2021.

Diluted Earnings per Share



Diluted earnings per share were $9.13 for the first six months of fiscal 2022,
compared to $8.38 for the first six months of fiscal 2021. The increase in
diluted earnings per share was driven by higher net earnings during the first
six months of fiscal 2022, as well as lower diluted shares due to share
repurchases.

                                       17

--------------------------------------------------------------------------------

Table of Contents

NON-GAAP FINANCIAL MEASURES



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

Return on Invested Capital



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

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



                                 Twelve Months Ended
                               July 31,       August 1,
dollars in millions              2022           2021
Net earnings                 $  16,885       $ 15,241

Interest and other, net 1,397 1,310 Provision for income taxes 5,477 4,804 Operating income

                23,759         21,355

Income tax adjustment (1) (5,758) (5,130) NOPAT

$  18,001       $ 16,225

Average debt and equity $ 39,485 $ 36,338



ROIC                              45.6  %        44.7  %


-----

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


                        LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2022, we had $1.3 billion in cash and cash equivalents, of which
$862 million was held by our foreign subsidiaries. We believe that our current
cash position, cash flow generated from operations, funds available from our
commercial paper program, and access to the long-term debt capital markets
should be sufficient not only for our operating requirements but also to enable
us to invest in the business, fund dividend payments, fund any share
repurchases, make any required debt payments, and satisfy other contractual
obligations 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. For fiscal 2022, we plan to
invest approximately $3 billion back into the business in the form of capital
expenditures, in line with our expectation of approximately two percent of net
sales on an annual basis. However, we may adjust our capital expenditures to
support the operations of the business, to enhance long-term strategic
positioning, or in response to the economic environment, as necessary or
appropriate.

In February 2022, we announced a 15% increase in our quarterly cash dividend
from $1.65 to $1.90 per share. During the first six months of fiscal 2022, we
paid cash dividends of $3.9 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.

                                       18
--------------------------------------------------------------------------------
  Table of     Contents
In May 2021, our Board of Directors approved a $20.0 billion share repurchase
authorization, of which $5.8 billion remained available as of July 31, 2022. In
August 2022, our Board of Directors approved a $15.0 billion share repurchase
authorization that replaced the May 2021 authorization and does not have a
prescribed expiration date. During the first six months of fiscal 2022, we had
cash payments of $4.0 billion for repurchases of our common stock through open
market purchases.

DEBT

In July 2022, we expanded our commercial paper program from $3.0 billion to $5.0
billion to further enhance our financial flexibility. All of our short-term
borrowings in the first six months of fiscal 2022 were under our commercial
paper program, and the maximum amount outstanding at any time was $2.7 billion.
In connection with our program, we have back-up credit facilities with a
consortium of banks. In July 2022, we also expanded the borrowing capacity under
these back-up facilities from $3.0 billion to $5.0 billion, by entering into a
five-year $3.5 billion credit facility scheduled to expire in July 2027 and a
364-day $1.5 billion credit facility scheduled to expire in July 2023. These
facilities replaced our previously existing five-year $2.0 billion credit
facility, which was scheduled to expire in December 2023, and our 364-day $1.0
billion credit facility, which was scheduled to expire in December 2022. At
July 31, 2022, we had outstanding borrowings under our commercial paper program
of $539 million, and we were in compliance with all of the covenants contained
in our credit facilities, none of which are expected to impact our liquidity or
capital resources.

We also issue senior notes from time to time as part of our capital management
strategy. In March 2022, we issued $4.0 billion of senior notes. The net
proceeds from this issuance were used for general corporate purposes, including
repayment of outstanding indebtedness and repurchases of shares of our common
stock. During the first six months of fiscal 2022, we repaid an aggregate of
$2.25 billion of senior notes.

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 are expected to impact our
liquidity or capital resources. See   Note 4   to our consolidated financial
statements for further discussion of our debt arrangements.

CASH FLOWS SUMMARY

Operating Activities



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

Net cash provided by operating activities decreased by $2.8 billion in the first
six months of fiscal 2022 compared to the first six months of fiscal 2021,
primarily driven by changes in working capital, slightly offset by an increase
in net earnings. Working capital was primarily impacted by higher merchandise
inventories, along with the timing of vendor payments. The increase in inventory
was primarily due to inflation, along with strategic investments to promote
higher in-stock levels and to pull forward merchandise for events in the second
half of fiscal 2022 in response to ongoing global supply chain disruption, as
well as continued investment in our new supply chain facilities and carry over
of some spring seasonal inventory.

Investing Activities



Cash used in investing activities increased by $3 million in the first six
months of fiscal 2022 compared to the first six months of fiscal 2021, primarily
resulting from increased capital expenditures, partially offset by cash paid for
an acquired business during the first six months of fiscal 2021.

Financing Activities



Cash used in financing activities in the first six months of fiscal 2022
primarily reflected $4.0 billion of share repurchases, $3.9 billion of cash
dividends paid, $2.4 billion of repayments of long-term debt, and $496 million
of net repayments of short-term debt, partially offset by $4.0 billion of net
proceeds from long-term debt. Cash used in financing activities in the first six
months of fiscal 2021 primarily reflected $6.9 billion of share repurchases,
$3.5 billion of cash dividends paid, and $1.4 billion of repayments of long-term
debt.

                                       19

--------------------------------------------------------------------------------

Table of Contents


                          CRITICAL ACCOUNTING POLICIES

During the first six months of fiscal 2022, there were no changes to our critical accounting policies as disclosed in the 2021 Form 10-K. Refer to

Note 1 to our consolidated financial statements for further discussion regarding our significant accounting policies.

ADDITIONAL INFORMATION



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

© Edgar Online, source Glimpses