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M&A Announcement

Mar 28, 2024

Operator

Good morning and welcome to today's conference call to discuss The Home Depot's agreement to acquire SRS Distribution. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Isabel Janci. Please go ahead.

Isabel Janci
Head of Investor Relations, The Home Depot

Thank you, Christine. Good morning, everyone. Thank you for joining us this morning to hear about the definitive agreement The Home Depot announced this morning to acquire SRS Distribution. Joining us on today's call are Ted Decker, Chair, President and CEO, and Richard McPhail, Executive Vice President and Chief Financial Officer. As noted in our press release from this morning, there are accompanying slides related to today's comments that can be found on the investor relations section of our website under events and presentations. Following our prepared remarks, the call will be open for questions. Questions will be limited to analysts and investors, and as a reminder, please limit yourself to one question with one follow-up.

Before I turn the call over to Ted, let me remind you that today's press release and the presentation made by our executives include forward-looking statements that are subject to risks and uncertainties identified in both the company's press release and in our filings with the Securities and Exchange Commission. Today's presentations will also include certain non-GAAP measures. Reconciliation of these measures is provided in the slides posted on our website. Now, let me turn the call over to Ted.

Ted Decker
Chair, President and CEO, The Home Depot

Thank you, Isabel, and good morning, everyone. We're all thrilled to be here this morning to talk about this exciting opportunity for The Home Depot. SRS Distribution is a leading residential specialty trade distributor serving the professional roofer, landscaper, and pool contractor. SRS's proven track record of exceptional profitable growth across these large, fragmented verticals is a testament to its strong vision, leadership, culture, and execution. SRS complements the Home Depot's capabilities and will help us better serve the complex project purchase occasion while also increasing Home Depot's Total Addressable Market by adding a leading specialty trade distributor across multiple verticals.

Moving to slide three of the presentation, as you've heard us say for some time, our objectives are to grow market share and deliver exceptional shareholder value, and our strategic priorities are to deliver the best customer experience in home improvement, develop differentiated capabilities, and extend our low-cost provider position. As you heard at our investor conference in June and is shown on slide 4, we are focused on 3 key growth opportunities. For the customer, it's all about removing friction and delivering the best shopping experience, regardless of how the customers choose to shop with us. We know that when we remove friction, we drive sales. We also see an opportunity to drive sales through new store growth focused on filling voids where population migration has occurred or relieving pressure from high-volume stores.

Our third growth opportunity in the focus of today's discussion is on the pro customer and how SRS accelerates our growth with the residential pro. As shown on slide five, SRS is a residential specialty distributor with a leading position in three large, highly fragmented specialty trade verticals. In 2008, they entered the roofing and building products distribution business and have grown the business significantly over the last 15 years. Similarly, they entered the landscape and pool verticals in 2019 and 2021, respectively, growing both businesses significantly in a short period. SRS's proven growth model includes same-store sales comps, new Greenfield locations, strategic acquisitions, and digital platforms. In 2023, they generated approximately $10 billion in sales and approximately $1.1 billion in adjusted EBITDA. Let's go deeper into SRS's best-in-class assets and capabilities on slide six. They have 760 strategically located branches across 47 states.

They have over 2,500 knowledgeable inside and outside sales representatives with deep customer relationships at the local level. They have an extensive fleet of roughly 4,000 vehicles that includes flatbed trucks, box trucks, and boom services that are operated by SRS associates. They have strong supplier relationships and trusted brands across the categories they serve, with the right breadth and depth of inventory to satisfy the customer's job-lot quantities. Importantly, they have a single modern ERP system across their facilities with a mature integration playbook to quickly onboard any newly acquired businesses. Their sophisticated trade credit program offers pro customers attractive terms suited for their business. They have over 130 accounts, with no more than one account having no more than 1% of sales, and they also have proprietary digital tools geared to each vertical they operate in. On slide seven, you'll see SRS's experienced and exceptional leadership team.

Dan Tinker, President and CEO, is a highly regarded industry leader with nearly 30 years of experience, and he co-founded SRS in 2008. The broader leadership team has over 170 years of combined industry experience. Dan and team will stay on board with The Home Depot to continue growing SRS and support our efforts to deliver a best-in-class, differentiated value proposition for our pro customer. On slide eight, you see the strategic rationale for this acquisition. First and foremost, we operate in an enormous and highly fragmented market that serves an asset class, the U.S. home, that is worth over $45 trillion. SRS is a great company on a standalone basis and accelerates our ability to drive growth with the residential pro. SRS's model is complementary to the pro ecosystem we are building to serve the complex project purchase occasion.

Lastly, this acquisition will increase our Total Addressable Market by approximately $50 billion to a total of approximately $1 trillion. On slide nine, you see how we think about the pro landscape and our objective to grow with the residential pro customer. Roughly half of our current sales are to the pro customer, and we know that virtually all pros shop at The Home Depot today for some of their needs. Over the last several years, we have been building out capabilities required to gain a greater share of wallet with the larger pros' more complex purchase occasion, targeting residential pro customers with a focus on renovator remodelers, small home builders, and property investors. The ecosystem that we are building is focused on the general contractor who shops cross-category and benefits from consolidating product purchases.

Going forward, we will be able to leverage SRS's deep product catalog and distribution capabilities to help us better serve the complex project purchase occasion. In addition, SRS will continue to serve their specialty trade pro customer who may be working on their own projects or may be a subcontractor working on a complex project with one of our targeted general contractors. The beauty of SRS is that this acquisition gives us an entry point into becoming a leading multi-trade distributor to better serve the needs of specialty trade customers and a new avenue by which to serve the complex project. SRS is an excellent strategic fit for our company. It's both complementary and additive to our growth. We're extremely excited about what we can offer pro customers as a combined company and look forward to welcoming SRS into the Home Depot family.

Now, let me turn it over to Richard.

Richard McPhail
EVP and CFO, The Home Depot

Thanks, Ted, and good morning, everyone. As you heard this morning, we are thrilled about SRS's assets and capabilities and the significant value creation we can drive as a combined entity. We are also excited that SRS's leadership team has agreed to stay in place and continue to lead and grow an exceptional business. The details of the transaction, as outlined in our release, include a purchase price of $18.25 billion, which represents a multiple of approximately 16.1x on an unaudited 2023 Adjusted EBITDA basis. We plan to finance this acquisition with cash on hand in addition to financing through both additional commercial paper and unsecured notes. We expect our commercial paper to be fully backstopped by revolving credit facilities. The timing of the closing of the acquisition, which is subject to customary closing conditions including regulatory approvals, will determine the specific financing terms.

We expect the acquisition to close by the end of fiscal 2024. We expect that this transaction will create value by allowing us to accelerate growth with our pro customers. In addition, the acquisition is expected to be dilutive on a GAAP EPS basis but accretive on a cash EPS basis in the first year post-closing, excluding synergies. At the close of the transaction, we expect to have an adjusted debt-to-EBITDA ratio of approximately 2.5 times, with the expectation to reduce our leverage back to our target of approximately 2.0 times over the course of the next 24 months through a combination of paying down debt and EBITDA growth. Our capital allocation principles remain unchanged, with a focus on investing to grow the business and paying the dividend.

We do not plan to restart our share repurchases until we have reached our target of approximately 2x adjusted debt-to-EBITDA, and we intend to maintain our current investment-grade ratings. As you heard from Ted, SRS complements The Home Depot's capabilities and will help us better serve the complex project purchase occasion while also increasing The Home Depot's Total Addressable Market by adding a leading specialty trade distributor across multiple verticals. We expect this acquisition to accelerate our sales and earnings growth while delivering exceptional returns on capital. Thank you for your participation in today's call, and we are now ready for questions.

Operator

Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we pull for questions. Thank you. Our first question comes from a line of Simeon Gutman. Please proceed with your question.

Simeon Gutman
Equity Research Analyst, Morgan Stanley

Hey, good morning, everyone, and congratulations on the deal. My first question, it's more of a numbers question, and the second one will be strategic. The numbers, can you give us a sense how we should think about organic growth of this business? Are you going to maintain the acquisition pace that it was, and then with its margin, since it looks more mid-single digit and yes, it's a distributor, should that be a signal that as you continue in this pro and complex pro, that the margin of the business should end up being lower than prevailing Home Depot?

Richard McPhail
EVP and CFO, The Home Depot

Thanks, Simeon. So I appreciate the questions. So first of all, what an impressive track record this company has built in terms of sales and earnings growth. If you just look over the long run and compare them to other residential specialty trade distributors, they have a long and steady track record of growing sales and EBITDA faster than their competition. They do it through three ways. They do it organically, more on that in a second. They do it through Greenfield expansion, the new branches, and they do it through acquisitions. I'll just touch a little on each of those. Just speaking for them, you'd think about 2023 at The Home Depot was a year of moderation for us where we had slightly negative comp. In 2023, SRS posted healthy positive same-store sales growth and added on top of that significant growth through Greenfield.

I would also say that as an acquirer, they're one of the most sophisticated acquirers we have seen. Their ability to onboard acquisitions is truly impressive, and we are going to look forward to seeing them grow in the ways that they have grown to date. With respect to your question on margin, first, our principal financial objectives at The Home Depot are to grow sales and operating profit as fast as possible while generating exceptional returns on capital invested. Like I said, SRS has an exceptional track record on all three of those dimensions. Their margin profile is simply a function of their product mix, and they have a track record of expanding that margin over time. So once again, our goal is to grow sales and earnings as fast as possible, and SRS enhances our ability to accelerate both.

Simeon Gutman
Equity Research Analyst, Morgan Stanley

And then the follow-up maybe for Ted. You're building this new business model out to serve this complex and residential pro. It feels like we're kind of learning as we go, but one of the things that we were thinking is that you're going to have a holistic supply chain here to go at it. So how do you think about now you have 700 new distribution points; are you more open to doing this type of thing? Was this always part of that plan, or does it all have to funnel through one integrated network over time? Thanks.

Ted Decker
Chair, President and CEO, The Home Depot

Yeah, it doesn't. The quick answer, it doesn't necessarily have to funnel through one network over time. But the beauty of this acquisition, as I said, it is complementary to what we're building, and it will help in a number of ways, but it does not change the fundamentals of the ecosystem that we're building and that we've been talking about and the capability sets that we've identified that we at Home Depot need to build as capabilities to service the cross-trade residential remodeler. So it's really looking at the different customer sets, Simeon. When we're focused in Chip Devine's sales force, the team that he's putting out on the street, they're calling on larger general contractors who are doing larger, complex projects, buying cross-categories to complete a project. We're also calling on small home builders and property investors and managers. And HD Supply, of course, calls on multifamily, etc.

So the capability set that we've been talking about and that we're building, we still need to build in order to service that renovator remodeler. Now, SRS, they're talking to either customer set as I said early, they have 130,000 different customers. They're calling on more the roofer, the pool installer, the hardscape installer, the landscape professional. All those pros, and as we've said for ages, almost all pros shop at Home Depot. It's just the purchase occasion in which they're shopping at Home Depot. So we're building out a capability to get more share of wallet from that complex purchase pro, which we've identified as a $200 billion white space that we can sell cross-trade, whereas SRS is calling more on the specialty vertical.

You can imagine their assets, their distribution capabilities like boom and scatter trucks, their depth and longer tail of inventory, supplying those specialty trade players is going to be broader and deeper than ours. So where they're complementary, we can expose their catalog to our customer, and likewise, we can provide more convenience to their customer. Their customers are obviously buying ladders. They're buying increasingly cordless nailers in brands that we have like Milwaukee and Makita and DeWalt. We'll service that. So in that relationship, it's symbiotic. Now, the question on the supply chain, we're in build-out mode. And as we've said, we're in 14-odd now locations where we have the flatbed delivery centers, which is more akin to an asset to deliver the type of product that SRS sells.

But remember that those facilities are first and foremost replenishing the Home Depot store, and then they're also being leveraged to take deliveries out of existing deliveries out of the Home Depot store and deliver to customers as well as satisfy new growth with the cross-trade renovator remodeler customer. So we've always known as we build this in today's incremental $100 million, $200 million, and $300 million of incremental sales turn into $ billions, we'll add distribution capacity, and we'll be able to leverage again, we're in 14-odd markets. They're in 47 states. We'll be able to leverage their distribution capability. And over time, you could see a world where we have a sourcing logic where you can appropriately source from the right inventory pools at the right DC levels. But that will be some time off.

We'll focus on building out our ecosystem, and they'll focus on continuing to grow the businesses effectively, as Richard articulated.

Simeon Gutman
Equity Research Analyst, Morgan Stanley

Okay. Thanks. Appreciate it.

Operator

Our next question comes from a line of Chris Horvers with JP Morgan. Please proceed with your question.

Chris Horvers
Senior Analyst, JP Morgan

Thanks. Good morning, everybody, and congratulations. So my first question is, Richard, you mentioned on a cash basis, it's accretive ex-synergies. So two parts to that. One, as you think about just basic reporting when you do make this acquisition, will you report adjusted earnings? And then related to that, can you talk about what the synergies are? I mean, it does seem like it feels like there's some buying synergies, and it feels like maybe a lot more top-line synergies in terms of exposing the catalog and growing share of wallet with different customers. So can you talk about how you think about potential synergies?

Richard McPhail
EVP and CFO, The Home Depot

Fine. So first of all, we haven't made any decisions with respect to reporting at this point. And second, on synergies, look, this is all about accelerating sales growth with our customer, full stop. That's what this is all about. And a simple way to think about, one, quick, when is exposing product catalogs both ways from SRS to Home Depot and vice versa. But there's really any number of sales opportunities we're going to have as we move forward. As Ted said, this is both complementary and also additive, but we're excited about what this is going to mean for our customer in the years to come. Again, this is all about sales synergies. And as you said, our outlook for cash EPS assumes no synergies.

Chris Horvers
Senior Analyst, JP Morgan

Got it. Got it, understood. Then so can you just give us maybe a sense of what the mix of that business is? You mentioned sort of the three markets that it approaches. Is this just ballpark, are we two-thirds roofing and lumber, and then the rest of it sort of landscape and then pool? That'd be helpful. Thank you.

Richard McPhail
EVP and CFO, The Home Depot

Yeah, I think directionally, that's right. It's two-thirds building material and split reasonably evenly between the two other businesses. But remember, the other two businesses, we're just starting those platforms in 2019 and 2021, respectively, and they've quickly moved to the number two position in each of pool and landscape.

Chris Horvers
Senior Analyst, JP Morgan

Got it. Thanks very much.

Operator

Our next question comes from a line of Robbie Ohmes with Bank of America. Please proceed with your question.

Robbie Ohmes
Senior Research Analyst, Bank of America

Hey, congrats, and thanks for taking my question. So really, two questions I had. One was, are there any things that you're unlocking potentially with this acquisition of SRS that could enhance the stores in terms of does SRS have trade credit expertise that Home Depot doesn't have to the same degree that could enhance that aspect with the complex pro? And then the second question would be, are there any key brands that SRS works with that Home Depot does not currently work with that they could benefit from?

Ted Decker
Chair, President and CEO, The Home Depot

Yeah, Robbie, great questions. On the trade credit, we've always talked about that being one of the key capabilities that we're building for that complex cross-trade pro customer. And we're in pilot with a small number of customers as we build that out. We will certainly learn a ton from SRS on how to manage open account in collections, etc. Like I said, we still need to build out our ecosystem linked in with our systems and our POS systems in the stores and digitally. But you could see a world where they might manage our book, our portfolio of open credit. Their technology wouldn't be inserted into ours, but they could manage the book. And that's really the case across all of our key capabilities.

We'll be quick students of SRS to help inform and put a bow around what we've been building and what we've been doing with research they're doing at massive scale across the country. In terms of the brands, we're complementary in a lot of these brands. But as I said, their breadth and their tail of product is richer than ours. And they do have some brands that we don't carry, but the principal go-to-market brands, we already have very strong relationships with, and we're reaching out to those suppliers and really look forward to growing together with them.

Robbie Ohmes
Senior Research Analyst, Bank of America

That sounds great. Thanks, Ted.

Operator

Our next question comes from a line of Scot Ciccarelli with Truist. Please proceed with your question.

Scot Ciccarelli
Managing Director and Senior Equity Research Analyst, Truist

Good morning, guys. Can you address thoughts on potential antitrust issues? Assuming there's at least some resistance, does that make SRS's previous roll strategy a bit more difficult to complete just because HD is now the umbrella entity?

Ted Decker
Chair, President and CEO, The Home Depot

Well, I mean, the transaction's obviously subject to customary regulatory approvals. We've obviously done work on that and feel with the different purchase occasions and the different customers that these are really two different capability and occasion sets. So we feel good about that. Going forward, we'll see what models are most appropriate and move forward appropriately.

Isabel Janci
Head of Investor Relations, The Home Depot

And also, Scot, we increased the TAM because there's a new customer base that we did not have the capabilities and assets to adequately serve. So the $50 billion increase in TAM is essentially servicing that new customer base.

Scot Ciccarelli
Managing Director and Senior Equity Research Analyst, Truist

Got it. Thank you for that. And then just a quick follow-up. Let's assume that this deal takes a year to close given your by end of 2024 comment. Would you expect SRS to grow in 2024? So maybe the sales and EBITDA multiples are a bit different than what you laid out this morning?

Richard McPhail
EVP and CFO, The Home Depot

We expect them to grow sales and earnings in 2024. Yes.

Scot Ciccarelli
Managing Director and Senior Equity Research Analyst, Truist

Got it. Okay. Thank you very much.

Operator

Our next question comes from a line of Michael Lasser with UBS. Please proceed with your question.

Henry Carr
Alternative Data Analyst, UBS

Hi, this is Henry Carr on the line for Michael Lasser. Good morning and thanks a lot for taking our question. How would Home Depot compare the plan for integration of SRS to some of the other transactions that it's done recently, such as International Designs Group or Interline? Thanks.

Ted Decker
Chair, President and CEO, The Home Depot

So those would be the two very different use cases, Henry. In the case of HD Supply and Interline, those are more the complementary. We're exposing one another's catalogs, and we're offering convenience in the Home Depot store for the HD Supply MRO customer. Other than that, HD Supply is run as a separate company. They have different assets and capabilities in very different customers in terms of depth of purchase. Again, all pros tend to be in a Home Depot store, but the real principal purchase occasion for that MRO customer is being serviced by HD Supply's capability set. And with something like Construction Resources, Construction Resources is more critical to our ecosystem that we are building for that cross-trade renovator remodeler because again, the cross-trade renovator remodeler is buying the entire project.

This is the if you're doing a remodel or adding some square footage onto a house, you are literally buying every product category and starting with building materials all the way to the aesthetic finish of the decor-oriented finish of a project. That decor aesthetic purchase tends to be done in a showroom setting with a design consultant on an appointment basis. That's the special sauce of Construction Resources. That was the benefit of that acquisition. Construction Resources, more in tune with our ecosystem, HD Supply, more complementary.

Henry Carr
Alternative Data Analyst, UBS

Thank you for this. And I think in an earlier question, you said this is more about accelerating sales growth. But if Home Depot were to pursue more transactions like this, how would it change the company's margin profile over time?

Richard McPhail
EVP and CFO, The Home Depot

That is, as I sort of stated earlier, the principal financial objectives here and the things that we believe matter most are growing sales and earnings as fast as possible while generating exceptional returns on capital invested. And so I wouldn't speculate on what our margin profile will be in the future. Now, again, SRS's margin profile is simply a function of their product mix. But I want to harken back to an example that we've made many times over the years. In 2011, 2012, we had an opportunity to make a strong entry into appliances. Appliances carried a lower margin than our company average. And yet, it was one of the most important avenues for growth in sales and earnings that we could have invested in.

If you ask me today whether we should have invested in an appliance business with a lower than average margin, we would say every single time we would have done that. It was a huge success for us. Our primary objective is to grow sales and earnings as fast as possible, generate exceptional returns on capital, and SRS accelerates our ability to do both.

Henry Carr
Alternative Data Analyst, UBS

Thank you so much.

Operator

Our next question comes from a line of Michael Baker with D.A. Davidson. Please proceed with your question.

Michael Baker
Managing Director, D.A. Davidson

Excuse me. Hi, a couple. One, do you guys make any changes to SRS's business, any kind of rebranding or anything along those lines? And then I guess related to that, just maybe a little bit more detail on how SRS would work with the stores or work with some of your other acquired businesses, or is this just sort of run as a relatively separate entity?

Ted Decker
Chair, President and CEO, The Home Depot

Well, I mean, that sort of detailed integration work, as you can imagine, we have not gotten into that level of detail. Branding would be beyond the table. There's no urgency to do that. We'll review that with Dan and his team. And in terms of engagement with the stores, the complementary nature of this, exposing that SRS catalog, that deeper catalog to our pro desk will be a sales driver, as Richard said. But other than those complementary engagements, we expect this to run as a separate company, and they pursue the specialty trade in that different customer set.

Michael Baker
Managing Director, D.A. Davidson

Okay. Thanks. One more follow-up to something you had said earlier, and you didn't give that much detail, so maybe you won't again. But some of our numbers suggest that SRS grew 15% in 2023 in sales, and they're almost a double from 2022 sorry, from 2021. Any more color on how much of that is from same store or same branch sales versus acquisitions versus new branches, etc.?

Richard McPhail
EVP and CFO, The Home Depot

Well, look, yeah, I'm not going to comment on their detailed financial performance other than to say they've maintained a healthy balance, a healthy mix among all three. Actually, it's exceptional when you look back over multiple years of growing in all three respects. It's one of the most attractive and, I would also say, unique attributes of them as a company that they have a successful track record in all three.

Michael Baker
Managing Director, D.A. Davidson

Got it. Thank you.

Operator

Our next question comes from a line of Andrew Carter with Stifel. Please proceed with your question.

Andrew Carter
VP, Stifel

Hey, thanks. Good morning. Just wanted to ask, kind of considering the SRS family, I think you said 34% of the business is kind of the new platforms. We also have a margin profile here that looks comparable, blended with its public peers. Is there a long tailwind for kind of improving the margin profile here, or is it just all about accelerating sales? And then the second one is, within your timeline of deleveraging over the next two years as a priority, does that take the pool and the landscape group out of the M&A mix where they have a long runway for rolling up the category? Thanks.

Ted Decker
Chair, President and CEO, The Home Depot

Well, I'll leave the financial second part of your question to Richard and Isabel. We're focused on growth. Home Depot, we always think of ourselves as a growth company. SRS is a growth company. We expect each of those verticals to continue to grow. They've done a remarkable job in the new verticals of pool and landscape. While they're the number two player in each, clearly not the scale of other players. You can obviously see the earnings and margin profiles of those other players. So as those businesses mature and continue to grow, yes, you would expect there to be sales and earnings leverage in those two businesses.

Richard McPhail
EVP and CFO, The Home Depot

Again, from a margin perspective, they have a long track record of expanding their margins. They have healthy profit margins, and they run a great business. Again, we're looking forward to what they add to us.

Michael Baker
Managing Director, D.A. Davidson

Thanks. I'll pass it on.

Operator

Our next question comes from a line of Kate McShane with Goldman Sachs. Please proceed with your question.

Kate McShane
Managing Director, Goldman Sachs

Hi, good morning. Thanks for taking our question. I just wanted to back up a little bit and just ask about the acquisition strategy of The Home Depot going forward. Is this kind of the start of us seeing more acquisitions for you? Obviously, you've always been doing some acquisitions. But with regards to the complex pro, will we expect to see more acquisitions that touch more verticals as a result of the ongoing buildout?

Ted Decker
Chair, President and CEO, The Home Depot

I mean, we're always evaluating opportunities, as Richard said, to grow sales and earnings and create value for our shareholders. This is obviously a large transaction. It's the largest one in our history. We'll always be looking at modest transactions that can add value. But this is clearly the unique size and commensurate with the quality of this company. And we're not looking to replicate this anytime soon.

Kate McShane
Managing Director, Goldman Sachs

Thank you.

Operator

Our next question comes from a line of Eric Bosshard with Cleveland Research Company. Please proceed with your question.

Eric Bosshard
CEO, Cleveland Research Company

Thanks. Good morning. Just curious, Ted, you've spent the last number of years building out the pro infrastructure. I'm curious why this acquisition of this scale at this time relative to what has been more so an organic growth strategy for that area.

Ted Decker
Chair, President and CEO, The Home Depot

Well, we'll continue, as I said. Regardless of this transaction, Eric, we will continue building the capability set that we need for that very different target customer that we're working to satisfy demand. And we've had a team here that looks at transactions on a regular basis. I've been here 24 years in came, in the strategy, in M&A team. And honestly, in my 24 years looking at assets in our space, this is one of the absolute finest assets that we've seen. And since we saw strategically, it was so complementary and then also increased our TAM to get into these specialty trades, it was just something we obviously moved on. But we keep building out organically. That doesn't change. And this is additive. And with an asset of this quality, truly too good to pass up.

Eric Bosshard
CEO, Cleveland Research Company

Great. Thank you.

Operator

Our next question comes from a line of Peter Benedict with Baird. Please proceed with your question.

Peter Benedict
Senior Research Analyst, Baird

Hi, guys. Good morning. Thanks for taking the question. I have two of them. So first, just how does SRS compete for share in their core segments? Basically, why do accounts choose to do business with these folks versus their competitors? Is it the capabilities that they bring? Is it something around price? Just kind of curious how you would frame that. And the second question is just if you could add a little more colors, maybe how the ROI of this business compares to Home Depot's in the mid-30s. Thank you.

Ted Decker
Chair, President and CEO, The Home Depot

Well, in their verticals, they have a similar set of requirements to satisfy their customer the same way that we're building out our ecosystem. So they have to have the right product. They have to have the right price. They have to have the consistent on-time and complete in delivery. And incredibly important, a great sales force that's building relationships with those specialty trade customers. And SRS has just developed an exceptional sales model, the way they recruit and train and develop a sales team. They're operational savvy of running those operations and not disappointing a customer in being on time and complete and having the right brands in the product and in depth and breadth that are necessary for their customers. And they've been in the building materials space for a long time. And there's obviously competitors in that space.

They win their share by outperforming in doing so on a consistent basis. That's the exact same approach they're implementing in the new verticals of pool and landscape.

Richard McPhail
EVP and CFO, The Home Depot

We won't disclose details, but they generate exceptional return on invested capital.

Peter Benedict
Senior Research Analyst, Baird

Got it. Thanks, guys.

Operator

Our next question comes from a line of Priya Ohri-Gupta with Barclays. Please proceed with your question.

Orges Asllani
Credit Research Analyst, Barclays

Hi. Thank you for taking our question. This is Orges Asllani in for Priya. Thank you for also providing a deleveraging path. Just was wondering, have you had any conversations with the rating agencies, and would you be able to provide any color there and if you see any rating pressure? Thank you.

Isabel Janci
Head of Investor Relations, The Home Depot

Yes. So like we mentioned in the press release and in our prepared remarks, it is our intention to maintain our credit rating. And so that is why we have talked about suspending share repurchase until we get back to our targeted 2.0x adjusted debt-to-EBITDA.

Orges Asllani
Credit Research Analyst, Barclays

Thank you.

Isabel Janci
Head of Investor Relations, The Home Depot

You're welcome.

Operator

Our next question comes from a line of Greg Melich with Evercore ISI. Please proceed with your question.

Greg Melich
Senior Managing Director, Evercore ISI

Hi. Thanks and congrats on an important deal. I'd love to follow up a little bit on the mix of the business you guys talked about, the building materials being two-thirds and then the other third split the other way. Could you give us a little bit more on what the branch locations look like, how much those acquisitions in the last few years expanded that?

Ted Decker
Chair, President and CEO, The Home Depot

So Greg, I don't even know if I have off the top of my head the acquisition in branch growth, but the branch count more or less mirrors that sales distribution. Their branches serve the various of the three product lines. So 400-ish-odd branches are in the roofing and building materials and then sort of lower hundreds each in pool and landscape.

Greg Melich
Senior Managing Director, Evercore ISI

Got it. And I dropped off a minute there, so I may have missed this if you answered it. But in terms of the amortization, Richard, you mentioned it's dilutive when you include it, but not on a cash basis. Could you give us the amount of the amortization?

Richard McPhail
EVP and CFO, The Home Depot

No.

Ted Decker
Chair, President and CEO, The Home Depot

I'm sorry.

Richard McPhail
EVP and CFO, The Home Depot

Yeah. Obviously, we haven't closed the transaction yet. We're generating estimates on our side of the amortization of the intangible assets.

Ted Decker
Chair, President and CEO, The Home Depot

Someone needs to mute their phone, I think.

Richard McPhail
EVP and CFO, The Home Depot

Okay. Thank you. So again, in case you didn't hear that, the acquisition hasn't closed. We are estimating what the amortization of intangible assets might look like. There's more work to be done there. And so we don't have a specific figure to share with you today. But again, this acquisition will be accretive. We expect it to be accretive on a cash EPS basis in the first year after closing without including any synergies.

Operator

Our next question comes from a line of David Bellinger with Mizuho. Please proceed with your question.

David Bellinger
Director and Senior Analyst, Mizuho

Hey. Good morning. Thanks for the question. You mentioned a separate customer base for SRS and also accelerating sales growth as quickly as possible. So is there a specific timeframe where you can get your current pro base spending across these categories into these other adjacencies that SRS offers? Should that be more of a 3-5-year build to get that core pro customer spending much more than they do today or maybe even multiples where they are today? How should we think about that specific timeframe?

Ted Decker
Chair, President and CEO, The Home Depot

Well, for our core business in that cross-trade residential pro that we're focused on, we've said this is a journey to build out. We've identified what we need to do. We're doing it. The different capabilities of distribution and order management and trade credit and the like are being developed and put in markets. We've talked about the Dallas market being the most mature. We've talked about there are 14 markets that have the flatbed delivery centers in our commitment that will be at 17 at the end of this year. So our journey continues where we'll continue to grow incremental sales and continue to capture market share. And that will be a comp tailwind for the mid to long term as we continue to build out those assets.

With SRS, as Richard said, they have just such a superb track record of their formula of growth, which we expect to continue in making the catalogs of each other's business available in the convenience of the Home Depot store. You could see immediately we would introduce the SRS customer base to the Home Depot Pro Loyalty Program to help them with convenience for their infill purchases or their sundry purchases. So that's the complementary nature of the transaction.

Richard McPhail
EVP and CFO, The Home Depot

Even before that, before any synergies, this is a growth company buying a growth company. Even with SRS simply doing what they do best will accelerate growth of the Home Depot before any synergies. That's our expectation.

David Bellinger
Director and Senior Analyst, Mizuho

Got it. Got it. And it may be a separate topic. Just any comments on the pool category and the growth outlook there? I know it's newer to the SRS model, but is that a category where Home Depot can become, say, more prominent in certain markets or maybe even have a bigger selection within the stores?

Ted Decker
Chair, President and CEO, The Home Depot

Well, the beauty of our overall trillion-dollar TAM and the specialty trades of roofing and landscape and pool, these are all in their own right enormous TAMs that remain highly, highly fragmented. So there is growth opportunity across the entire TAM.

David Bellinger
Director and Senior Analyst, Mizuho

Great. Thank you.

Operator

Our next question comes from a line of Steve Shemesh with RBC. Please proceed with your question.

Steve Shemesh
Director of Equity Research, RBC

Good morning. Thanks for taking the question and congrats. My question is, so SRS more recently got into landscaping and pool, was just curious if there are any other areas of specialty trade that might be of interest to Home Depot over time. If so, would SRS be a platform that you could use to expand outward? Thanks.

Ted Decker
Chair, President and CEO, The Home Depot

We're always looking, Steve, at where we can create value. Absolutely, SRS would be an exceptional platform to use for other specialty trade verticals.

Steve Shemesh
Director of Equity Research, RBC

Any comments specifically on where you might be interested in other areas?

Ted Decker
Chair, President and CEO, The Home Depot

That's way too early to contemplate at this point. It's a big, big market. And that's what's so much fun here is just how big the TAM is and how much value we can create.

Steve Shemesh
Director of Equity Research, RBC

Understood. Thank you.

Operator

Our next question comes from a line of Steven Zaccone with Citi. Please proceed with your question.

Steven Zaccone
Senior Analyst, Citi

Great. Thanks so much for taking my question. Congrats on the deal. Apologies for the background noise. Richard, how should we think about the growth rate of this business relative to the opportunity outlined at the analyst day? Presumably, this is a higher growth rate business. And then just on the margin side, could you help us think through some of the margin building blocks for expansion in this business as you integrate it over time? Is there a potential higher EBITDA margin target that you have in mind versus where they are today?

Richard McPhail
EVP and CFO, The Home Depot

I'll take the first part of that question first. At the end of the day, it's about exceptional earnings growth and exceptional return on invested capital. That is the principal objective that we will do in this combination with SRS as we drive the top line. It's about driving the customer experience. It's about driving sales. It's about driving earnings growth and exceptional returns on invested capital. The first part of the question? Oh, with respect to the investor conference. So we expect SRS to accelerate our sales and earnings growth faster than our base case than we laid out in June last year. Full stop.

Steve Shemesh
Director of Equity Research, RBC

Okay. Understood. Thanks very much.

Richard McPhail
EVP and CFO, The Home Depot

Thank you.

Operator

Thank you. Ms. Janci, we have no further questions at this time. I would like to turn the floor back over to you for closing comments.

Isabel Janci
Head of Investor Relations, The Home Depot

Great. Thank you, Christine. Thank you, everyone, for joining us today. I hope you all have a great day.

Operator

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.

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