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HD2021 Table of Contents THE HOME DEPOT PROXY STATEMENT AND NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS Thursday, May 20, 2021 Virtual meeting at 9:00 a.m., Eastern Time www.virtualshareholdermeeting.com/HD2021 Table of Contents INVESTOR FACTSHEET Strategy Our One Home Depot strategy aims to deliver shareholder value and grow our market share by providing best-in-class customer service through a seamless, interconnected shopping experience for our customers. We are continuously improving our online and in-store experience and providing enhanced training for our associates. In addition, to ensure we are the product authority in home improvement, we strive to provide unique and comprehensive product offerings, continued innovation, and exceptional convenience and value. Shareholder Return Principles Our first priority for our use of cash is investing in the long-term health and growth of our business, as reflected by our One Home Depot strategy. Our use of the remainder of our cash is guided by our shareholder return principles: • Dividend Principle: Look to increase the dividend as we grow earnings • Return on Invested Capital Principle: Maintain a high return on invested capital, benchmarking all uses of excess liquidity against value created for shareholders through share repurchases • Share Repurchase Principle: After meeting the needs of the business, look to return excess cash to shareholders in the form of share repurchases Fiscal 2020 Key Financial Performance Metrics Sales Operating Profit ROIC* $132.1 billion $18.3 billion 40.8% Increased $21.9 billion from Increased $2.4 billion from fiscal Compared to 45.4% in fiscal 2019, fiscal 2019 due to pandemic- 2019; includes approximately primarily due to the suspension of influenced outsized demand in $2 billion of incremental share repurchases from March home improvement compensation expense to 2020 through the end of the fiscal support our associates year to enhance liquidity * ROIC is defined as net operating profit after tax, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period. For a reconciliation of net operating profit after tax to net earnings, the most comparable GAAP financial measure, and our calculation of ROIC, see “Non-GAAP Financial Measures” on page 30 of our 2020 Form 10-K. Table of Contents DEAR FELLOW SHAREHOLDERS: Fiscal 2020 was a year unlike any other in recent history, with the COVID-19 pandemic impacting our Company, customers, associates, and communities. As we navigated the challenges presented by the pandemic and civil unrest, the culture our founders instilled in the Company over 40 years ago served as our guide. Your Board remained highly engaged in its oversight and support of our response, allowing us to successfully operate our business while taking care of our customers and associates. We also believe our culture, together with our investments to create the One Home Depot experience, helped us execute on two key priorities: the safety and well-being of our associates and customers, and providing our customers and communities with the products and services they need. Our focus on these priorities was instrumental to our performance in Fiscal 2020 and ultimately to the creation of long-term value for our shareholders. Effective Strategic Planning. We have seen significant demand for home improvement products during the COVID-19 pandemic. We have been able to meet this extraordinary demand and quickly adapt to shifts in consumer needs, preferences and behavior due in large part to our multi-year efforts to create the One Home Depot experience, our vision of an interconnected and frictionless shopping experience that allows our customers to engage with us seamlessly across multiple channels. The Board’s engagement with management helped to shape this strategic plan, which we first unveiled in 2017, and their oversight has helped to continue to refine it as the Company has progressed from ideation to implementation. In addition to validating the importance of the interconnected initiatives that underlie the One Home Depot experience, the pandemic led to extension of some initiatives and acceleration of others, as management and the Board took the opportunity to learn from the challenges and opportunities presented by this unprecedented environment and refine the Company’s strategy. During Fiscal 2020, we announced several promotions and role progressions among our senior leadership team. Edward “Ted” Decker, most recently our Executive Vice President – Merchandising, became President and Chief Operating Officer, and Ann Marie Campbell, most recently Executive Vice President – U.S. Stores, became Executive Vice President – U.S. Stores and International Operations, as her role expanded to include responsibility for our operations in Canada and Mexico. Richard McPhail, our Executive Vice President and Chief Financial Officer, assumed additional responsibility for the Company’s corporate strategy and strategic business development. Taking Care of Our People. Another critical aspect of our culture and strategy is taking care of our associates so that they can take care of our customers. More than ever, the COVID-19 pandemic put these values front and center, and we are proud of our efforts to support the safety and well-being of our customers and associates. We took a number of steps to adjust our store environment, facilities and operations to promote a safe shopping and working environment, which we continually adapted in light of evolving guidance and our learnings over the year. We also provided expanded pay and benefits to our associates, including additional paid time off and weekly bonuses, to help alleviate some of the challenges they were facing as a result of the pandemic. In the third quarter of Fiscal 2020, we began to transition from the temporary COVID-19 benefits to permanent compensation enhancements for our frontline, hourly associates, adding approximately $1 billion of incremental expense on an annualized basis. In total, we provided approximately $2.0 billion in enhanced pay and benefits for associates in Fiscal 2020. On top of these enhanced benefits, our non-management associates earned record Success Sharing bonus payments in Fiscal 2020 as a result of outstanding performance. Engaging with Shareholders on ESG Matters. In Fiscal 2020, we continued our environmental, social and governance engagement outreach to our institutional shareholders. Feedback from those engagements, combined with the Company’s commitment to governance best practices, continues to drive action. Changes in Fiscal 2020 included enhanced disclosure of the racial, ethnic and gender diversity of our U.S. workforce, incorporating disclosure aligned with SASB and TCFD frameworks in our annual Responsibility Report, expanded disclosure of our government relations activity and related oversight, and amendments to our Nominating and Corporate Governance Committee charter to specifically address oversight of environmental, social and governance matters and Company political activity. We have also committed to disclosing the gender, ethnic and racial composition of our U.S. workforce from our consolidated EEO-1 report, starting in 2021. Diversity, equity and inclusion have long been a priority for us, and we took a number of additional Table of Contents steps in 2020 to further our efforts, including enhancing our Office of Diversity, Equity and Inclusion, expanding our support for community organizations that promote diversity, equity and inclusion, and requiring unconscious bias training for all associates. Going forward, we have identified several priorities designed to guide our efforts to enhance diversity, equity and inclusion, which we discuss in our 2020 Form 10-K. Continually Evaluating Our Board. Over the last several years, the Board has actively focused on refreshment to align its strengths with the evolving retail landscape. This focus has led to the addition of six new directors in the past seven years. Collectively, these directors provide additional skills in the areas of e- commerce, IT and cybersecurity, strategic management, and customer experience, skill sets that are especially valuable as we implement our One Home Depot strategy and look toward future growth. The Board continues to assess its composition to ensure that it collectively has the skills needed to support strategic planning and provide effective oversight. Underpinning all of these actions is a long-term commitment to our shareholders, which in turn is embodied in our business investment and shareholder return principles. Following these principles, we were able to return over $7 billion to our shareholders in Fiscal 2020 through dividends and share repurchases. We hope you will be able to join us for our virtual 2021 Annual Meeting of Shareholders on Thursday, May 20, 2021. You will find information about the Meeting, including the matters to be voted on, in the enclosed Notice of Meeting and Proxy Statement. The Meeting will also include a report on the Company’s performance and operations and a question and answer session. While we had hoped to return to an in-person Annual Meeting in 2021, due to continuing COVID-19 concerns, we have decided to hold the meeting virtually again this year. On behalf of our approximately 500,000 associates and our Board, we thank you for your support of The Home Depot. Sincerely, Craig A. Menear Gregory
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