HD Supply 10-K 18 Mar 16 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Jan. 31, 2016	Mar. 14, 2016	Jul. 31, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	HD Supply Holdings, Inc.
Entity Central Index Key	1,573,097
Document Type	10-K
Document Period End Date	Jan. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 7,136,710,596
Entity Common Stock, Shares Outstanding		200,575,952
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (HD Supply Holdings, Inc.) - USD ($) shares in Thousands, $ in Millions	3 Months Ended								12 Months Ended
	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May. 03, 2015	Feb. 01, 2015	Nov. 02, 2014	Aug. 03, 2014	May. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales	$ 1,648	$ 2,012	$ 2,006	$ 1,722	$ 1,543	$ 1,914	$ 1,880	$ 1,633	$ 7,388	$ 6,970	$ 6,387
Cost of sales									4,932	4,706	4,307
Gross Profit	551	666	665	574	507	615	611	531	2,456	2,264	2,080
Operating expenses:
Selling, general and administrative									1,599	1,510	1,443
Depreciation and amortization									111	181	204
Restructuring									10	6	6
Total operating expenses									1,720	1,697	1,653
Operating Income									736	567	427
Interest expense									394	462	528
Loss on extinguishment & modification of debt			100						100	108	87
Other (income) expense, net									1	(3)	20
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									241	0	(208)
Provision (benefit) for income taxes									(1,085)	42	44
Income (Loss) from Continuing Operations	977	15	102	232	(102)	40	31	(11)	1,326	(42)	(252)
Income (loss) from discontinued operations, net of tax	(106)	235	7	10	9	20	17	(1)	146	45	34
Net Income (Loss)	$ 871	$ 250	$ 109	$ 242	$ (93)	$ 60	$ 48	$ (12)	1,472	3	(218)
Other comprehensive income (loss) - foreign currency translation adjustment									12	(13)	(13)
Total Comprehensive Income (Loss)									$ 1,484	$ (10)	$ (231)
Weighted Average Common Shares Outstanding (thousands)
Basic									197,011	193,962	166,905
Diluted									201,308	193,962	166,905
Basic Earnings Per Share:
Income (Loss) from Continuing Operations (in dollars per share)	$ 4.93	$ 0.08	$ 0.52	$ 1.19	$ (0.52)	$ 0.21	$ 0.16	$ (0.06)	$ 6.73	$ (0.22)	$ (1.51)
Income (Loss) from Discontinued Operations (in dollars per share)	(0.53)	1.19	0.04	0.05	0.05	0.10	0.09	(0.01)	0.74	0.23	0.20
Net income (loss) (in dollars per share)	4.39	1.27	0.55	1.24	(0.48)	0.31	0.25	(0.06)	7.47	0.02	(1.31)
Diluted Earnings Per Share:
Income (Loss) from Continuing Operations (in dollars per share)	4.86	0.07	0.51	1.16	(0.52)	0.20	0.15	(0.06)	6.59	(0.22)	(1.51)
Income (Loss) from Discontinued Operations (in dollars per share)	(0.53)	1.17	0.03	0.05	0.05	0.10	0.08	(0.01)	0.73	0.23	0.20
Net income (loss) (in dollars per share)	$ 4.33	$ 1.24	$ 0.54	$ 1.21	$ (0.48)	$ 0.30	$ 0.24	$ (0.06)	$ 7.31	$ 0.02	$ (1.31)

CONSOLIDATED BALANCE SHEETS (HD

CONSOLIDATED BALANCE SHEETS (HD Supply Holdings, Inc.) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Current assets:
Cash and cash equivalents	$ 269	$ 85
Receivables, less allowance for doubtful accounts of $14 and $14	903	868
Inventories	781	784
Deferred tax asset		9
Current assets of discontinued operations		509
Other current assets	30	43
Total current assets	1,983	2,298
Property and equipment, net	326	340
Goodwill	2,869	2,869
Intangible assets, net	130	145
Deferred tax asset	685	1
Non-current assets of discontinued operations		295
Other assets	23	29
Total assets	6,016	5,977
Current liabilities:
Accounts payable	508	510
Accrued compensation and benefits	145	144
Current installments of long-term debt	9	34
Current liabilities of discontinued operations		217
Other current liabilities	209	230
Total current liabilities	871	1,135
Long-term debt, excluding current installments	4,302	5,140
Deferred tax liabilities		166
Other liabilities	99	296
Total liabilities	5,272	6,737
Stockholders' equity (deficit):
Common stock, par value $0.01; 1 billion shares authorized; 200.1 million and 196.0 million shares issued and outstanding at January 31, 2016 and February 1, 2015, respectively	2	2
Paid-in capital	3,909	3,818
Accumulated deficit	(3,150)	(4,540)
Accumulated other comprehensive loss	(16)	(28)
Treasury stock, at cost, 0.06 million and 0.4 million shares at January 31, 2016 and February 1, 2015, respectively	(1)	(12)
Total stockholders' equity (deficit)	744	(760)
Total liabilities and stockholders' equity (deficit)	$ 6,016	$ 5,977

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (HD Supply Holdings, Inc.) - USD ($) shares in Thousands, $ in Millions	Jan. 31, 2016	Feb. 01, 2015
CONSOLIDATED BALANCE SHEETS
Receivables, allowance for doubtful accounts (in dollars)	$ 14	$ 14
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares issued	200,100	196,000
Common stock, shares outstanding	200,100	196,000
Treasury stock, shares	60	400

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) (HD Supply Holdings, Inc.) - USD ($) shares in Thousands, $ in Millions		Common stock	Treasury	Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	[1]	Total
Balance at Feb. 03, 2013		$ 1		$ 2,695	$ (4,285)	$ (2)		$ (1,591)
Balance (in shares) at Feb. 03, 2013		130,584	(6)
Increase (decrease) in stockholders' equity (deficit)
Net income (loss)					(218)			(218)
Other comprehensive income (loss):
Foreign currency translation adjustment						(13)		(13)
Sale of common stock		$ 1		1,038				1,039
Sale of common stock (in shares)		61,170
Shares issued under employee benefit plans				4				4
Shares issued under employee benefit plans (in shares)		628
Stock-based compensation				16				16
Other				(1)				(1)
Balance at Feb. 02, 2014		$ 2		3,752	(4,503)	(15)		(764)
Balance (in shares) at Feb. 02, 2014		192,382	(6)
Increase (decrease) in stockholders' equity (deficit)
Net income (loss)					3			3
Other comprehensive income (loss):
Foreign currency translation adjustment						(13)		(13)
Purchase of common stock			$ (52)					(52)
Purchase of common stock (in shares)			(1,870)
Shares issued under employee benefit plans				48				48
Shares issued under employee benefit plans (in shares)		5,539
Share retirement	[2]		$ 40		(40)
Share retirement (in shares)	[2]	(1,470)	1,470
Stock-based compensation				17				17
Other				1				1
Balance at Feb. 01, 2015		$ 2	$ (12)	3,818	(4,540)	(28)		(760)
Balance (in shares) at Feb. 01, 2015		196,451	(406)
Increase (decrease) in stockholders' equity (deficit)
Net income (loss)					1,472			1,472
Other comprehensive income (loss):
Foreign currency translation adjustment						12		12
Purchase of common stock			$ (72)					(72)
Purchase of common stock (in shares)			(2,282)
Shares issued under employee benefit plans				74				74
Shares issued under employee benefit plans (in shares)		6,351
Share retirement			$ 82		(82)
Share retirement (in shares)		(2,630)	2,630
Stock-based compensation				16				16
Other			$ 1	1				2
Balance at Jan. 31, 2016		$ 2	$ (1)	$ 3,909	$ (3,150)	$ (16)		$ 744
Balance (in shares) at Jan. 31, 2016		200,172	(58)
[1]	Accumulated Other Comprehensive Income (Loss) is comprised of cumulative foreign currency translation adjustments, net.
[2]	The majority of these retired shares were re-acquired by Holdings, pursuant to its previously announced share repurchase program. Holdings reinstated the Retired Shares to the status of authorized but unissued shares of the Company’s common stock, par value $0.01 per share, effective as of the date of retirement.

CONSOLIDATED STATEMENTS OF STO6

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) Parenthetical (HD Supply Holdings, Inc.) - $ / shares	Jan. 31, 2016	Feb. 01, 2015
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (HD Supply Holdings, Inc.) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 1,472	$ 3	$ (218)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	134	226	246
Provision for uncollectibles	8	7	4
Non-cash interest expense	23	25	30
Payment of PIK interest & discounts upon extinguishment of debt	(12)	(1)	(364)
Loss on extinguishment & modification of debt	100	108	87
(Gain) loss on disposal of discontinued operations	(186)	7
Gain on sale of business	(186)	(8)
Stock-based compensation expense	16	17	16
Deferred income taxes	(839)	55	54
Other	(4)		3
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:
(Increase) decrease in receivables	(63)	(90)	(68)
(Increase) decrease in inventories	(38)	(71)	(101)
(Increase) decrease in other current assets	11	18
Increase (decrease) in accounts payable and accrued liabilities	(14)	1	(64)
Increase (decrease) in other long-term liabilities	(186)	5	8
Net cash provided by (used in) operating activities	422	295	(367)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(86)	(119)	(131)
Proceeds from sales of property and equipment	3	5	8
Proceeds from sale of investments			936
Proceeds from sales of businesses	809	198	4
Settlements for businesses acquired, net of cash acquired			3
Net cash provided by (used in) investing activities	726	84	820
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock in initial public offering, net of transaction fees			1,039
Proceeds from issuance of common stock under employee benefit plans	74	48	4
Purchase of treasury shares	(71)	(52)
Borrowings of long-term debt	287	1,270	79
Repayments of long-term debt	(1,152)	(1,385)	(1,624)
Borrowings on long-term revolver debt	784	878	858
Repayments on long-term revolver debt	(880)	(1,142)	(798)
Debt issuance and modification costs	(6)	(21)	(34)
Other financing activities	2		2
Net cash provided by (used in) financing activities	(962)	(404)	(474)
Effect of exchange rates on cash and cash equivalents	(2)	(5)	(5)
Increase (decrease) in cash and cash equivalents	184	(30)	(26)
Cash and cash equivalents at beginning of period	85	115	141
Cash and cash equivalents at end of period	$ 269	$ 85	$ 115

CONSOLIDATED STATEMENTS OF OPE8

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (HD Supply, Inc.) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May. 03, 2015	Feb. 01, 2015	Nov. 02, 2014	Aug. 03, 2014	May. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Net Sales	$ 1,648	$ 2,012	$ 2,006	$ 1,722	$ 1,543	$ 1,914	$ 1,880	$ 1,633	$ 7,388	$ 6,970	$ 6,387
Cost of sales									4,932	4,706	4,307
Gross Profit	551	666	665	574	507	615	611	531	2,456	2,264	2,080
Operating expenses:
Selling, general and administrative									1,599	1,510	1,443
Depreciation and amortization									111	181	204
Restructuring									10	6	6
Total operating expenses									1,720	1,697	1,653
Operating Income									736	567	427
Interest expense									394	462	528
Loss on extinguishment & modification of debt			100						100	108	87
Other (income) expense, net									1	(3)	20
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									241	0	(208)
Provision (benefit) for income taxes									(1,085)	42	44
Income (Loss) from Continuing Operations	977	15	102	232	(102)	40	31	(11)	1,326	(42)	(252)
Income from discontinued operations, net of tax	(106)	235	7	10	9	20	17	(1)	146	45	34
Net Income (Loss)	$ 871	$ 250	$ 109	$ 242	$ (93)	$ 60	$ 48	$ (12)	1,472	3	(218)
Other comprehensive income (loss) - foreign currency translation adjustment									12	(13)	(13)
Total Comprehensive Income (Loss)									1,484	(10)	(231)
HD Supply, Inc. (Total HDS)
Net Sales									7,388	6,970	6,387
Cost of sales									4,932	4,706	4,307
Gross Profit									2,456	2,264	2,080
Operating expenses:
Selling, general and administrative									1,599	1,510	1,443
Depreciation and amortization									111	181	204
Restructuring									10	6	6
Total operating expenses									1,720	1,697	1,653
Operating Income									736	567	427
Interest expense									394	462	528
Loss on extinguishment & modification of debt									100	108	87
Other (income) expense, net									1	(3)	20
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									241	0	(208)
Provision (benefit) for income taxes									(1,085)	42	44
Income (Loss) from Continuing Operations									1,326	(42)	(252)
Income from discontinued operations, net of tax									146	45	34
Net Income (Loss)									1,472	3	(218)
Other comprehensive income (loss) - foreign currency translation adjustment									12	(13)	(13)
Total Comprehensive Income (Loss)									$ 1,484	$ (10)	$ (231)

CONSOLIDATED BALANCE SHEETS (H9

CONSOLIDATED BALANCE SHEETS (HD Supply, Inc.) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Current assets:
Cash and cash equivalents	$ 269	$ 85
Receivables, less allowance for doubtful accounts of $14 and $14	903	868
Inventories	781	784
Deferred tax asset		9
Current assets of discontinued operations		509
Other current assets	30	43
Total current assets	1,983	2,298
Property and equipment, net	326	340
Goodwill	2,869	2,869
Intangible assets, net	130	145
Deferred tax asset	685	1
Non-current assets of discontinued operations		295
Other assets	23	29
Total assets	6,016	5,977
Current liabilities:
Accounts payable	508	510
Accrued compensation and benefits	145	144
Current installments of long-term debt	9	34
Current liabilities of discontinued operations		217
Other current liabilities	209	230
Total current liabilities	871	1,135
Long-term debt, excluding current installments	4,302	5,140
Deferred tax liabilities		166
Other liabilities	99	296
Total liabilities	5,272	6,737
Stockholder's equity (deficit):
Common stock, par value $0.01; authorized 1,000 shares; issued and outstanding 1,000 shares at January 31, 2016 and February 1, 2015	2	2
Paid-in capital	3,909	3,818
Accumulated deficit	(3,150)	(4,540)
Accumulated other comprehensive loss	(16)	(28)
Total stockholders' equity (deficit)	744	(760)
Total liabilities and stockholders' equity (deficit)	6,016	5,977
HD Supply, Inc. (Total HDS)
Current assets:
Cash and cash equivalents	266	85
Receivables, less allowance for doubtful accounts of $14 and $14	903	868
Inventories	781	784
Deferred tax asset		9
Current assets of discontinued operations		509
Other current assets	30	43
Total current assets	1,980	2,298
Property and equipment, net	326	340
Goodwill	2,869	2,869
Intangible assets, net	130	145
Deferred tax asset	685	1
Non-current assets of discontinued operations		295
Other assets	23	29
Total assets	6,013	5,977
Current liabilities:
Accounts payable	508	510
Accrued compensation and benefits	145	144
Current installments of long-term debt	9	34
Current liabilities of discontinued operations		217
Other current liabilities	208	230
Total current liabilities	870	1,135
Long-term debt, excluding current installments	4,302	5,140
Deferred tax liabilities		166
Other liabilities	99	296
Total liabilities	5,271	6,737
Stockholder's equity (deficit):
Paid-in capital	3,786	3,768
Accumulated deficit	(3,028)	(4,500)
Accumulated other comprehensive loss	(16)	(28)
Total stockholders' equity (deficit)	742	(760)
Total liabilities and stockholders' equity (deficit)	$ 6,013	$ 5,977

CONSOLIDATED BALANCE SHEETS (10

CONSOLIDATED BALANCE SHEETS (Parenthetical) (HD Supply, Inc.) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Receivables, allowance for doubtful accounts (in dollars)	$ 14	$ 14
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	200,100,000	196,000,000
Common stock, shares outstanding	200,100,000	196,000,000
HD Supply, Inc. (Total HDS)
Receivables, allowance for doubtful accounts (in dollars)	$ 14	$ 14
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	1,000	1,000
Common stock, shares outstanding	1,000	1,000

CONSOLIDATED STATEMENTS OF ST11

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) (HD Supply, Inc.) - USD ($) $ in Millions	HD Supply, Inc. (Total HDS)Paid-in Capital	HD Supply, Inc. (Total HDS)Accumulated Deficit	HD Supply, Inc. (Total HDS)Accumulated Other Comprehensive Income (Loss)	[1]	HD Supply, Inc. (Total HDS)	Common stock	Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	[2]	Total
Balance at Feb. 03, 2013	$ 2,696	$ (4,285)	$ (2)		$ (1,591)	$ 1	$ 2,695	$ (4,285)	$ (2)		$ (1,591)
Increase (decrease) in stockholders' equity (deficit)
Net income (loss)		(218)			(218)			(218)			(218)
Other comprehensive income (loss):
Foreign currency translation adjustment			(13)		(13)				(13)		(13)
Equity contribution	1,039				1,039	1	1,038				1,039
Stock-based compensation	16				16		16				16
Other	(1)				(1)		(1)				(1)
Balance at Feb. 02, 2014	3,750	(4,503)	(15)		(768)	2	3,752	(4,503)	(15)		(764)
Increase (decrease) in stockholders' equity (deficit)
Net income (loss)		3			3			3			3
Other comprehensive income (loss):
Foreign currency translation adjustment			(13)		(13)				(13)		(13)
Stock-based compensation	17				17		17				17
Other	1				1		1				1
Balance at Feb. 01, 2015	3,768	(4,500)	(28)		(760)	2	3,818	(4,540)	(28)		(760)
Increase (decrease) in stockholders' equity (deficit)
Net income (loss)		1,472			1,472			1,472			1,472
Other comprehensive income (loss):
Foreign currency translation adjustment			12		12				12		12
Stock-based compensation	16				16		16				16
Other	2				2		1				2
Balance at Jan. 31, 2016	$ 3,786	$ (3,028)	$ (16)		$ 742	$ 2	$ 3,909	$ (3,150)	$ (16)		$ 744
[1]	Accumulated Other Comprehensive Income (Loss) is comprised of cumulative foreign currency translation adjustments, net.
[2]	Accumulated Other Comprehensive Income (Loss) is comprised of cumulative foreign currency translation adjustments, net.

CONSOLIDATED STATEMENTS OF CA12

CONSOLIDATED STATEMENTS OF CASH FLOWS (HD Supply, Inc.) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 1,472	$ 3	$ (218)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	134	226	246
Provision for uncollectibles	8	7	4
Non-cash interest expense	23	25	30
Payment of PIK interest & discounts upon extinguishment of debt	(12)	(1)	(364)
Loss on extinguishment & modification of debt	100	108	87
Gain on sale of business	(186)	(8)
Stock-based compensation expense	16	17	16
Deferred income taxes	(839)	55	54
Other	(4)		3
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:
(Increase) decrease in receivables	(63)	(90)	(68)
(Increase) decrease in inventories	(38)	(71)	(101)
(Increase) decrease in other current assets	11	18
Increase (decrease) in accounts payable and accrued liabilities	(14)	1	(64)
Increase (decrease) in other long-term liabilities	(186)	5	8
Net cash provided by (used in) operating activities	422	295	(367)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(86)	(119)	(131)
Proceeds from sales of property and equipment	3	5	8
Proceeds from sale of investments			936
Proceeds from sales of businesses	809	198	4
Settlements for businesses acquired, net of cash acquired			3
Net cash provided by (used in) investing activities	726	84	820
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	287	1,270	79
Repayments of long-term debt	(1,152)	(1,385)	(1,624)
Borrowings on long-term revolver debt	784	878	858
Repayments on long-term revolver debt	(880)	(1,142)	(798)
Debt issuance and modification costs	(6)	(21)	(34)
Other financing activities	2		2
Net cash provided by (used in) financing activities	(962)	(404)	(474)
Effect of exchange rates on cash and cash equivalents	(2)	(5)	(5)
Increase (decrease) in cash and cash equivalents	184	(30)	(26)
Cash and cash equivalents at beginning of period	85	115	141
Cash and cash equivalents at end of period	269	85	115
HD Supply, Inc. (Total HDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	1,472	3	(218)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	134	226	246
Provision for uncollectibles	8	7	4
Non-cash interest expense	23	25	30
Payment of PIK interest & discounts upon extinguishment of debt	(12)	(1)	(364)
Loss on extinguishment & modification of debt	100	108	87
Gain on sale of business	(186)	(8)
Stock-based compensation expense	16	17	16
Deferred income taxes	(839)	55	54
Other	(4)		3
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:
(Increase) decrease in receivables	(63)	(90)	(68)
(Increase) decrease in inventories	(38)	(71)	(101)
(Increase) decrease in other current assets	11	18
Increase (decrease) in accounts payable and accrued liabilities	(14)	1	(64)
Increase (decrease) in other long-term liabilities	(186)	5	8
Net cash provided by (used in) operating activities	422	295	(367)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(86)	(119)	(131)
Proceeds from sales of property and equipment	3	5	8
Proceeds from sale of investments			936
Proceeds from sales of businesses	809	198	4
Settlements for businesses acquired, net of cash acquired			3
Net cash provided by (used in) investing activities	726	84	820
CASH FLOWS FROM FINANCING ACTIVITIES:
Equity contribution			1,039
Borrowings of long-term debt	287	1,270	79
Repayments of long-term debt	(1,152)	(1,385)	(1,624)
Borrowings on long-term revolver debt	784	878	858
Repayments on long-term revolver debt	(880)	(1,142)	(798)
Debt issuance and modification costs	(6)	(21)	(34)
Other financing activities	2		2
Net cash provided by (used in) financing activities	(965)	(400)	(478)
Effect of exchange rates on cash and cash equivalents	(2)	(5)	(5)
Increase (decrease) in cash and cash equivalents	181	(26)	(30)
Cash and cash equivalents at beginning of period	85	111	141
Cash and cash equivalents at end of period	$ 266	$ 85	$ 111

NATURE OF BUSINESS AND SUMMARY

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jan. 31, 2016
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1—NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business HD Supply Holdings, Inc. ("Holdings") indirectly owns all of the outstanding common stock of HD Supply, Inc. ("HDS"). Holdings, together with its direct and indirect subsidiaries, including HDS ("HD Supply" or the "Company"), is one of the largest industrial distribution companies in North America. The Company specializes in three distinct market sectors: Maintenance, Repair & Operations; Infrastructure; and Specialty Construction. Through approximately 550 locations across 48 U.S. states and six Canadian provinces, the Company serves these markets with an integrated go-to-market strategy. HD Supply has approximately 14,000 associates delivering localized, customer-tailored products, services and expertise. The Company serves approximately 500,000 customers, which include contractors, maintenance professionals, home builders, industrial businesses, and government entities. HD Supply's broad range of end-to-end product lines and services includes approximately 850,000 stock-keeping units ("SKUs") of quality, name-brand and proprietary-brand products as well as value-add services supporting the entire life-cycle of a project from infrastructure and construction to maintenance, repair and operations. HD Supply is managed primarily on a product line basis and reports results of operations in three reportable segments. The reportable segments are Facilities Maintenance, Waterworks, and Construction & Industrial—White Cap. Other operating segments include Home Improvement Solutions and Interior Solutions. In addition, the consolidated financial statements include Corporate, which is comprised of enterprise-wide functional departments. Basis of Presentation On June 12, 2013, Holdings effected a 1-for-2 reverse stock split of Holdings' common stock. Holdings' accompanying consolidated financial statements and notes to consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. As of the date of this report, there is no preferred stock issued or outstanding. Principles of Consolidation The consolidated financial statements of HD Supply Holdings, Inc. present the results of operations, financial position and cash flows of HD Supply Holdings, Inc. and its wholly-owned subsidiaries, including HD Supply, Inc. The consolidated financial statements of HD Supply, Inc. present the results of operations, financial position and cash flows of HD Supply, Inc. and its wholly-owned subsidiaries. All material intercompany balances and transactions are eliminated. Results of operations of businesses acquired are included from their respective dates of acquisition. The results of operations of all discontinued operations have been separately reported as discontinued operations for all periods presented. Fiscal Year HD Supply's fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31. Fiscal year ended January 31, 2016 ("fiscal 2015"), fiscal year ended February 1, 2015 ("fiscal 2014"), and fiscal year ended February 2, 2014 ("fiscal 2013") each included 52 weeks. Estimates Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses in preparing these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Actual results could differ from these estimates. Cash and Cash Equivalents HD Supply considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Allowance for Doubtful Accounts Accounts receivable are evaluated for collectability based on numerous factors, including past transaction history with customers, their credit worthiness, and an assessment of lien and bond rights. An allowance for doubtful accounts is estimated as a percentage of aged receivables. This estimate is periodically adjusted when management becomes aware of specific customer's inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in historical collection patterns. Inventories Inventories consist primarily of finished goods and are carried at the lower of cost or market. The cost of substantially all inventories is determined by the moving or weighted average cost method. Inventory value is evaluated at each balance sheet date to ensure that it is carried at the lower of cost or market. This evaluation includes an analysis of historical physical inventory results, a review of excess and obsolete inventories based on inventory aging, and anticipated future demand. Periodically, perpetual inventory records are adjusted to reflect declines in net realizable value below inventory carrying cost. Consideration Received From Vendors HD Supply enters into agreements with many of its vendors providing for inventory purchase rebates ("vendor rebates") upon achievement of specified volume purchasing levels. Vendor rebates are accrued as part of cost of sales for products sold based on progress towards earning the vendor rebates, taking into consideration cumulative purchases of inventory to date and projected purchases through the end of the year. An estimate of unearned vendor rebates is included in the carrying value of inventory at each period end for vendor rebates recognized on products not yet sold. At January 31, 2016 and February 1, 2015, vendor rebates due to HD Supply were $76 million and $75 million, respectively. These receivables are included in Receivables in the accompanying Consolidated Balance Sheets. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method based on the following estimated useful lives of the assets: Buildings and improvements 5 - 45 years Transportation equipment 5 - 7 years Furniture, fixtures and equipment 3 - 10 years Capitalized Software Costs HD Supply capitalizes certain software costs, which are being amortized on a straight-line basis over the estimated useful lives of the software, ranging from three to seven years. At January 31, 2016 and February 1, 2015, capitalized software costs totaled $45 million and $61 million, respectively, net of accumulated amortization of $215 million and $186 million, respectively. Amortization of capitalized software costs totaled $39 million, $40 million, and $38 million, in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired. HD Supply does not amortize goodwill, but does assess the recoverability of goodwill on an annual basis or whenever events or circumstances indicate that it is "more likely than not" that the fair value of a reporting unit has dropped below its carrying value. For the annual impairment tests where Step 1 is utilized, the fair values of HD Supply's identified reporting units were estimated using a discounted cash flow ("DCF") analysis and a market comparable method, with each method being equally weighted in the calculation. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market comparable approach. There were no goodwill impairment charges recorded in fiscal 2015, fiscal 2014, or fiscal 2013. Impairment of Long-Lived Assets Long-lived assets, including property and equipment, are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. To analyze recoverability, undiscounted future cash flows over the remaining life of the asset are projected. If these projected cash flows are less than the carrying amount, an impairment loss is recognized to the extent the fair value of the asset less any costs of disposition is less than the carrying amount of the asset. Judgments regarding the existence of impairment indicators are based on market and operational performance. Evaluating potential impairment also requires estimates of future operating results and cash flows. Self-Insurance HD Supply has a high deductible insurance program for most losses related to general liability, product liability, environmental liability, automobile liability, workers' compensation, and is self-insured for medical claims and certain legal claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience. At January 31, 2016 and February 1, 2015, reserves totaled approximately $84 million and $92 million, respectively. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable, accrued compensation and benefits and other current liabilities approximate fair value due to the short-term nature of these financial instruments. The Company's long-term financial assets and liabilities are recorded at historical costs. See "Note 7, Fair Value Measurements," for information on the fair value of long-term financial instruments. Revenue Recognition HD Supply recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed and determinable and collectability is reasonably assured. HD Supply ships products to customers by internal fleet and third party carriers. Revenues, net of sales tax and allowances for returns and discounts, are recognized from product sales when title to the products is passed to the customer, which generally occurs at the point of destination for products shipped by internal fleet and at the point of shipping for products shipped by third party carriers. Revenues related to services are recognized in the period the services are performed and totaled $36 million, $29 million, and $29 million in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Shipping and Handling Fees and Costs HD Supply includes shipping and handling fees billed to customers in Net sales. Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through Cost of sales as inventories are sold. Shipping and handling costs associated with outbound freight are included in Selling, general and administrative expenses and totaled $99 million, $98 million, and $92 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. Concentration of Credit Risk The majority of HD Supply's sales are credit sales which are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of industries and the areas where they operate. Concentration of credit risk with respect to trade accounts receivable is limited by the large number of customers comprising HD Supply's customer base. HD Supply performs ongoing credit evaluations of its customers. Leases Leases are reviewed for capital or operating classification at their inception under the guidance of Accounting Standards Codification ("ASC") 840, Leases. The Company uses its incremental borrowing rate in the assessment of lease classification and assumes the initial lease term includes renewal options that are reasonably assured. HD Supply conducts operations primarily under operating leases. For leases classified as operating leases, the Company records rent expense on a straight-line basis, over the lease term beginning with the date the Company has access to the property which in some cases is prior to commencement of lease payments. Accordingly, the amount of rental expense recognized in excess of lease payments is recorded as a deferred rent liability and is amortized to rental expense over the remaining term of the lease. Advertising Advertising costs are charged to expense as incurred except for the costs of producing and distributing certain direct response sales catalogs, which are capitalized and charged to expense over the life of the related catalog. Advertising expenses were approximately $35 million, $32 million, and $34 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. Capitalized advertising costs related to direct response advertising were not material. Income Taxes The Company provides for federal, state and foreign income taxes currently payable, as well as for those deferred due to temporary differences between reporting income and expenses for financial statement purposes versus tax purposes. Federal, state and foreign tax benefits are recorded as a reduction of income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company consists of corporations, limited liability companies and partnerships. All income tax expense (benefit) of the Company is recorded in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) with the offset recorded through the Company's current tax accounts, deferred tax accounts, or stockholder's equity account as appropriate. Comprehensive Income (Loss) Comprehensive income (loss) includes Net income (loss) adjusted for certain revenues, expenses, gains and losses that are excluded from net income under GAAP. Adjustments to net income are for foreign currency translation adjustments. Foreign Currency Translation Assets and liabilities of foreign subsidiaries with a functional currency other than the U. S. dollar, primarily Canadian dollars, are translated into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are translated at a monthly average exchange rate and equity transactions are translated using either the actual exchange rate on the day of the transaction or a monthly average exchange rate. Stock-Based Compensation On June 26, 2013, the Board of Directors and shareholders of Holdings approved the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the "Plan"). The Plan provides for stock-based awards to employees, consultants and directors, including stock options, stock purchase rights, restricted stock, restricted stock units, deferred stock units, performance shares, performance units, stock appreciation rights, dividend equivalents and other stock-based awards. The Plan replaces and succeeds the HDS Investment Holding, Inc. Stock Incentive Plan, as amended effective April 11, 2011 (the "Stock Incentive Plan"), and, from and after June 26, 2013, no further awards will be made under the Stock Incentive Plan. Both plans are accounted for under ASC 718, Compensation—Stock Compensation, which requires the recognition of share-based compensation costs in the financial statements. The Company includes these costs in Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). On July 2, 2013, HD Supply registered 12.5 million shares for issuance pursuant to awards under the Plan and registered 14.8 million shares for issuance pursuant to outstanding awards under the Stock Incentive Plan as of June 26, 2013. Recent Accounting Pronouncements Leases —In February 2016, The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). The new guidance requires companies to recognize all leases as assets and liabilities for the rights and obligations created by leased assets on the consolidated balance sheet. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. It is to be adopted using a modified retrospective approach. The Company is currently evaluating the impact of adopting ASU 2016-02. Income Taxes —In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes, Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"). The new guidance requires that deferred tax assets and liabilities be classified as non-current on the balance sheet, as opposed to current guidance which requires a net current asset or liability and net non-current asset or liability on the balance sheet. The new standard is effective for financial statements issued for fiscal years beginning after December 15, 2016. The new standard may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. The Company adopted this new standard for its fiscal year 2015 financial statements and applied the new guidance on a prospective basis. Inventory —In July 2015, the FASB issued ASU No. 2015-11, "Inventory, Simplifying the Measurement of Inventory" ("ASU 2015-11"). The amended guidance requires that inventory be measured at the lower of cost and net realizable value. The amended guidance is limited to inventory measured using the first-in, first-out ("FIFO") or average cost methods and excludes inventory measured using last-in, first-out ("LIFO") or retail inventory methods. ASU 2015-11 is effective for fiscal years, and interim periods, beginning after December 15, 2016. Early adoption is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on the Company's financial position or results of operations. Interest—imputation of interest —In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest, Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). The update requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. In August 2015, the FASB issued ASU No. 2015-15, "Interest—Imputation of Interest, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting" ("ASU 2015-15"), to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. The ASU's are effective for fiscal years, and interim periods, beginning after December 15, 2015. Early adoption is permitted. The Company adopted both ASU 2015-03 and ASU 2015-15 as of January 31, 2016, electing to continue to present deferred financing costs related to the Senior ABL Facility, as defined in "Note 6, Debt," as an asset. All periods presented have been revised to reflect the adoption. The amortization of such costs will continue to be reported as interest expense. The adoption of this standard did not affect our results of operations or cash flows in either the current or prior periods. See "Note 6—Debt" for more information about the presentation of deferred financing costs. Discontinued operations —In April 2014, the FASB issued ASU No. 2014-08, "Reporting discontinued operations and disclosure of disposals of components of an entity" ("ASU 2014-08"). The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity's financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendment also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. During the first quarter of fiscal 2015, the Company adopted ASU 2014-08. The adoption required additional disclosures regarding the Company's discontinued operations, but did not impact the Company's financial position or results of operations. Revenue recognition —In May 2014, the FASB issued ASU No. 2014-09, "Revenue from contracts with customers" ("ASU 2014-09"). The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that "an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." Entities have the option of using either a full retrospective or modified approach to adopt the guidance. In July 2015, the FASB provided a one-year delay in the effective date of ASU 2014-09, to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and a permission to early adopt for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.

PUBLIC OFFERINGS

PUBLIC OFFERINGS	12 Months Ended
	Jan. 31, 2016
PUBLIC OFFERINGS
PUBLIC OFFERINGS	NOTE 2—PUBLIC OFFERINGS Initial Public Offering On June 26, 2013, Holdings' Registration Statement (File No. 333-187872) was declared effective by the U.S. Securities and Exchange Commission ("SEC") for an initial public offering of its Common Stock. Holdings registered the offering and sale of 53,191,489 shares of Common Stock and an additional 7,978,723 shares of Common Stock sold to the underwriters for the offering pursuant to their over-allotment option at a price of $18.00 per share. On July 2, 2013, Holdings completed the offering of 61,170,212 shares of Common Stock at a price of $18.00 per share, for an aggregate offering price of $1,039 million, net of underwriters' discounts and commissions and offering expenses of approximately $16 million. The net proceeds from the initial public offering were used to (1) redeem all $950 million of HDS's outstanding 10.50% Senior Subordinated Notes due 2021 (the "January 2013 Senior Subordinated Notes"), including the payment of a $29 million redemption premium and $29 million of accrued interest through the redemption date, and (2) pay related fees and expenses, including the payment to the Equity Sponsors of an aggregate fee of approximately $18 million to terminate the consulting agreements (See "Note 4, Related Parties"). The remaining net proceeds were used for general corporate purposes. Secondary Offering On July 28, 2015, certain of Holdings' stockholders, including an investment fund associated with Bain Capital Partners, LLC, and THD Holdings, LLC (collectively, the "Selling Stockholders"), completed the sale of 30,539,550 shares of Holdings' Common Stock, under the previously filed and effective shelf registration statement (including a prospectus), at a price to the Selling Stockholders of $35.44 per share. The Company did not receive any of the proceeds from the sale of these shares and no shares were sold by the Company. As a result of the sale, the investment fund associated with Bain Capital Partners, LLC, and THD Holdings, LLC sold their remaining original investment in Holdings' Common Stock. In connection with the offering, the Company incurred approximately $1 million of fees, reflected in Other income (expense), net within the Consolidated Statements of Operations and Comprehensive Income (Loss).

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	12 Months Ended
	Jan. 31, 2016
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS	NOTE 3—DISCONTINUED OPERATIONS In October 2015, the Company completed the sale of its Power Solutions business. The Company received cash proceeds of approximately $809 million, net of $16 million of transaction costs. The Company realized approximately $20 million in cumulative currency translation losses related to the Canadian operations of the Power Solutions business unit. As a result of the sale, the Company recorded a $186 million pre-tax gain. In January 2015, the Company completed the sale of substantially all of the assets of its Hardware Solutions business. The Company received cash proceeds of approximately $198 million, net of $2 million of transaction costs. As a result of the sale, the Company recorded an $8 million pre-tax gain in fiscal 2014. In January 2014, the Company approved the disposal of Litemor, a specialty lighting distributor within the Company's HD Supply Canada business. During fiscal 2014, the Company finalized the disposal process of Litemor through liquidation and branch sales, resulting in a pre-tax loss on disposal of $15 million, which includes cash and non-cash charges. Summary Financial Information In accordance with ASC 205-20, "Discontinued Operations" and ASU 2014-08, "Reporting discontinued operations and disclosure of disposals of components of an entity," the results of Power Solutions, Hardware Solutions, and Litemor operations and the gains/losses on sales of the businesses are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations and gain/loss on the disposition of businesses, net of tax, as one line item on the Consolidated Statements of Operations and Comprehensive Income (Loss). All Consolidated Statements of Operations and Comprehensive Income (Loss) presented have been revised to reflect this presentation. The following table provides additional detail related to the results of operations of the discontinued operations (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Net sales $ $ $ Cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit Operating expenses: Selling, general and administrative Depreciation and amortization Restructuring — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses Operating Income (Gain) loss on disposal of discontinued operations ) — Other (income) expense, net ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before provision for income taxes Provision (benefit) for income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from discontinued operations, net of tax $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At January 31, 2016 and February 1, 2015, the carrying amounts of major classes of assets and liabilities of discontinued operations in the Consolidated Balance Sheets were as follows (amounts in millions): January 31, 2016 February 1, 2015 Current assets: Receivables, less allowance for doubtful accounts of $0 and $1 $ — $ Inventories — Other current assets — ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ​ ​ ​ ​ ​ ​ ​ ​ Goodwill — Intangible assets, net — Other non-current assets — ​ ​ ​ ​ ​ ​ ​ ​ Total assets of discontinued operations $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Liabilities: Accounts payable $ — Accrued compensation and benefits — Other current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities of discontinued operations $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table provides additional detail related to the net cash provided by (used in) operating and investing activities of the discontinued operations (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Net cash flows from operating activities $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: Capital expenditures ) ) ) Proceeds from sale of a business ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows provided by (used in) investing activities $ $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

RELATED PARTIES

RELATED PARTIES	12 Months Ended
	Jan. 31, 2016
RELATED PARTIES
RELATED PARTIES	NOTE 4—RELATED PARTIES On August 30, 2007, investment funds associated with Clayton, Dubilier & Rice, LLC ("CD&R"), The Carlyle Group ("Carlyle") and Bain Capital Partners, LLC ("Bain", and together with CD&R and Carlyle the "Equity Sponsors") formed Holdings (previously named HDS Investment Holding, Inc.) and entered into a stock purchase agreement with The Home Depot Inc. ("Home Depot") pursuant to which Home Depot agreed to sell to Holdings, or to a wholly-owned subsidiary of Holdings, certain intellectual property and all the outstanding common stock of HDS and the Canadian subsidiary CND Holdings, Inc. On August 30, 2007, through a series of transactions, Holdings' direct wholly-owned subsidiary, HDS Holding Corporation, acquired direct control of HDS through the merger of its wholly-owned subsidiary, HDS Acquisition Corp., with and into HDS and CND Holdings, Inc. Through these transactions (the "2007 Transactions"), Home Depot was paid cash of $8.2 billion and 12.5% of Holdings' then outstanding common stock. Upon completion of Holdings' secondary public offerings in fiscal 2015 and fiscal 2014, Home Depot and the Equity Sponsors sold all of their remaining original investments in Holdings. Consulting Agreements —In connection with the closing of the 2007 Transactions, HD Supply entered into consulting agreements with the Equity Sponsors, pursuant to which the Equity Sponsors provided HD Supply with financial advisory and management consulting services and HD Supply paid the Equity Sponsors a $5 million annual aggregate fee ("Sponsor Management Fee") and an aggregate fee equal to a specified percentage of the transaction value of certain types of transactions that HD Supply completes ("Sponsor Transaction Fee"), plus out-of-pocket expenses. The original term of these agreements ran through August 2017. As specified in the agreements, HD Supply paid the Equity Sponsors a Sponsor Transaction Fee of approximately $11 million as a result of HD Supply's initial public offering on July 2, 2013. The Sponsor Transaction Fee was considered an offering expense and, therefore, is presented as a reduction of proceeds from the initial public offering in the consolidated financial statements. On July 2, 2013, in connection with the initial public offering, HD Supply paid the Equity Sponsors an aggregate fee of approximately $18 million to terminate the consulting agreements. The termination fee represents the estimated net present value of the Sponsor Management Fee payments over the remaining term of the consulting agreements. This charge is included in Other (income) expense, net in the Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2013. During fiscal 2013, the Company recorded $2 million of Sponsor Management Fees and related expenses, which are included in Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). Debt —On February 8, 2013, HDS redeemed its remaining $889 million outstanding aggregate principle of its 2007 Senior Subordinated Notes, as defined in Note 6, Debt, at a redemption price equal to 103.375% of the principal amount thereof and paid accrued and unpaid interest thereon through the redemption date. Certain affiliates of the Equity Sponsors owned a portion of the 2007 Senior Subordinated Notes at the time of redemption. Purchases —HD Supply purchased product from affiliates of Bain for $8 million in fiscal 2015. HD Supply purchased product from affiliates of the Equity Sponsors for approximately $52 million and $45 million in fiscal 2014 and fiscal 2013, respectively. Management believes these transactions were conducted at prices that an unrelated third party would pay. Sales —In May 2015, an independent Board member of the Company acquired a minority interest in an HD Supply customer. HD Supply sold product to the customer totaling $4 million, $3 million, and $1 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. Management believes these transactions were conducted at prices that an unrelated third party would pay.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	12 Months Ended
	Jan. 31, 2016
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS	NOTE 5—GOODWILL AND INTANGIBLE ASSETS Goodwill The carrying amount of goodwill by reporting unit is as follows (amounts in millions): As of January 31, 2016 As of February 1, 2015 Gross Goodwill Accumulated Impairments Net Goodwill Gross Goodwill Accumulated Impairments Net Goodwill Facilities Maintenance $ $ — $ $ $ — $ Waterworks ) ) Construction & Industrial ) ) Home Improvement Solutions ) ) Interior Solutions ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total goodwill $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill represents the excess of purchase price over fair value of net assets acquired. HD Supply does not amortize goodwill, but does assess the recoverability of goodwill on an annual basis, in the fourth quarter of each fiscal year. If an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, an interim impairment test would be performed between annual tests. HD Supply performed the annual goodwill impairment testing during the fourth quarter of fiscal 2015 (as of November 1, 2015). There was no indication of impairment in any of the Company's reporting units in the fiscal 2015 annual test or in the fiscal 2014 and fiscal 2013 annual tests. The Company's analysis was based, in part, on HD Supply's expectation of future market conditions for each of the reporting units, as well as, discount rates that would be used by market participants in an arms-length transaction. Future events could cause the Company to conclude that market conditions have declined to the extent that the Company's goodwill could be impaired. During fiscal 2015, the Company completed the sale of Power Solutions which held $202 million of goodwill as of the date of the sale. During fiscal 2014, the Company completed the sale of Hardware Solutions which held approximately $65 million of goodwill as of the date of the sale. See "Note 3, Discontinued Operations." Intangible Assets HD Supply's intangible assets as of January 31, 2016 and February 1, 2015 consisted of the following (amounts in millions): As of January 31, 2016 As of February 1, 2015 Gross Intangible Accumulated Amortization Net Intangible Gross Intangible Accumulated Amortization Net Intangible Customer relationships $ $ ) $ $ $ ) $ Trade names ) ) Other ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During fiscal 2015, the Company wrote-off approximately $671 million of gross, fully amortized intangible assets. This consisted of $668 million of gross customer relationships and approximately $3 million of gross trade names and other intangible assets. During fiscal 2015, the Company completed the sale of Power Solutions which held $42 million of net customer relationship intangible assets as of the sale date. During fiscal 2014, the Company completed the sale of Hardware Solutions which held $32 million of net other intangible assets as of the sale date. See "Note 3, Discontinued Operations." Amortization expense for continuing operations related to intangible assets was $15 million, $80 million, and $110 million, in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. Estimated future amortization expense for continuing operations for intangible assets recorded as of January 31, 2016 is $14 million, $14 million, $13 million, $13 million and $13 million for fiscal years 2016 through 2020, respectively.

DEBT

DEBT	12 Months Ended
	Jan. 31, 2016
DEBT
DEBT	NOTE 6—DEBT During the fourth quarter of fiscal 2015, the Company adopted ASU 2015-03, which requires the presentation of deferred financing costs as a direct deduction to Long-Term Debt in the Consolidated Balance Sheets for all periods presented. The amortization of such costs will continue to be reported as interest expense. In accordance with ASU 2015-15, the Company continued to present deferred financing costs related to HDS' revolving Senior Asset Based Lending Facility ("Senior ABL Facility") as an asset in the Consolidated Balance Sheets. On October 13, 2015, HDS used proceeds from the sale of the Power Solutions business unit to redeem all of the outstanding $675 million aggregate principal amount of its April 2012 Second Priority Notes, as defined below, and paid a $72 million make-whole premium calculated in accordance with the terms of the indenture governing such notes and $37 million of accrued but unpaid interest to the redemption date. As a result, the Company recorded an $80 million loss on extinguishment of debt, which includes the $72 million make-whole premium and the write-off of $8 million of unamortized deferred financing costs, in accordance with ASC 470-50, "Debt—Modifications and Extinguishments." On August 13, 2015, HDS entered into an incremental amendment (the "Incremental Agreement") to the credit agreement governing its Term Loan Facility, as defined below, pursuant to which HDS requested a borrowing of a new $850 million tranche of senior secured term loans ("Term Loans"), the proceeds of which, together with cash on hand and available borrowings under HDS's Senior ABL Facility, were used to prepay in full the tranche of senior secured term loans outstanding under the Term Loan Facility, as defined below, as of the date of the Incremental Agreement. Pursuant to the Incremental Agreement, the Term Loans will mature on August 13, 2021 and bear interest at the reduced applicable margin for borrowings of 2.75% for LIBOR borrowings and 1.75% for base rate borrowings (down from, respectively, 3.00% and 2.00% applicable to the redeemed term loans), with the LIBOR floor to remain at 1.00%. The Term Loans amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of such Term Loans, beginning in December 2015 with the balance payable on such Term Loans' maturity date. In connection with the amendment, the Company recorded a modification and extinguishment charge of $20 million, which includes financing fees of $5 million and $15 million to write off a portion of the related unamortized discount and deferred financing costs, in accordance with ASC 470-50, "Debt—Modifications and Extinguishments." HDS's long-term debt as of January 31, 2016 and February 1, 2015 consisted of the following (dollars in millions): January 31, 2016 February 1, 2015 Outstanding Principal Interest Rate %(1) Outstanding Principal Interest Rate %(1) Senior ABL Facility due 2018 $ — — $ Term Loans due 2021 December 2014 First Priority Notes due 2021 April 2012 Second Priority Notes due 2020 — — October 2012 Senior Unsecured Notes due 2020 February 2013 Senior Unsecured Notes due 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total gross long-term debt $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less unamortized discount ) ) Less unamortized deferred financing costs ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total net long-term debt $ $ Less current installments ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total net long-term debt, excluding current installments $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Represents the stated rate of interest, without including the effect of discounts or premiums. Senior Credit Facilities Asset Based Lending Facility The Senior ABL Facility provides for senior secured revolving loans and letters of credit of up to a maximum aggregate principal amount of $1,500 million (subject to availability under a borrowing base). Extensions of credit under the Senior ABL Facility will be limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and eligible accounts receivable, subject to certain reserves and other adjustments. As of January 31, 2016, HDS had $1,149 million of available borrowings under the Senior ABL Facility (after giving effect to the borrowing base limitations and approximately $34 million in letters of credit issued and including $107 million of borrowings available on qualifying cash balances). A portion of the Senior ABL Facility is available for letters of credit and swingline loans. The Senior ABL Facility also includes a sub-facility for loans and letters of credit in Canadian dollars. The Senior ABL Facility also permits HDS to add one or more incremental term loans, revolving or letter of credit facilities to be included in the Senior ABL Facility up to an aggregate maximum amount of $1,900 million for the total commitments under the Senior ABL Facility (including all incremental commitments). At HDS's option, the interest rates applicable to the loans under the Senior ABL Facility are based (i) in the case of U.S. dollar-denominated loans, either at LIBOR plus an applicable margin or Prime Rate plus an applicable margin and (ii) in the case of Canadian dollar-denominated loans, either the BA rate plus an applicable margin or the Canadian Prime Rate plus an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the Senior ABL Facility agreement, based on average excess availability for the previous fiscal quarter. The Senior ABL Facility also contains a letter of credit fee computed at a rate per annum equal to the Applicable Margin (as defined in the agreement) then in effect for LIBOR Loans and an unused commitment fee subject to a pricing grid, as included in the Senior ABL Facility agreement, based on the Average Daily Used Percentage (as defined in the agreement). The Senior ABL Facility will mature on June 28, 2018, unless the individual applicable lenders agree to extend the maturity of their respective loans under the Senior ABL Facility upon HDS's request and without the consent of any other applicable lender. Prepayments The Senior ABL Facility may be prepaid at HDS's option at any time without premium or penalty and will be subject to mandatory prepayment if the outstanding Senior ABL Facility exceeds either the aggregate commitments with respect thereto or the current borrowing base, in an amount equal to such excess. Mandatory prepayments do not result in a permanent reduction of the lenders' commitments under the Senior ABL Facility. Guarantees; Security The Senior ABL Facility is senior secured indebtedness of HDS and ranks equal in right of payment with all of HDS's existing and future senior indebtedness and senior in right of payment to all of HDS's existing and future subordinated indebtedness. HDS, and at HDS's option, certain of HDS's subsidiaries, including HD Supply Canada, Inc., a Canadian subsidiary (the "Canadian Borrower"), are the borrowers under the Senior ABL Facility. Each of HDS's existing and future direct and indirect wholly owned domestic subsidiaries, in each case to the extent permitted by applicable law, regulation and contractual provision and subject to certain exceptions (the "Subsidiary Guarantors") guarantees HDS's payment obligations under the Senior ABL Facility (and, in the case of Canadian obligations, each existing and future direct and indirect wholly owned Canadian subsidiary, in each case to the extent permitted by applicable law, regulation and contractual provision and subject to certain exceptions (the "Canadian Guarantors") guarantee the Canadian Borrower's payment obligations under the Senior ABL Facility). HDS's obligations under the Senior ABL Facility and the guarantees thereof are secured in favor of the U.S. ABL collateral agent (i) on a first-priority basis by substantially all accounts receivable, inventory and other related assets owned by HDS and each Subsidiary Guarantor and all proceeds thereof, in each case to the extent permitted by applicable law and subject to certain exceptions (the "ABL Priority Collateral"), subject to permitted liens, and (ii) (x) all of the capital stock of HDS, all capital stock of all domestic subsidiaries directly owned by HDS and the Subsidiary Guarantors and 65% of the capital stock of any foreign subsidiary held directly by HDS or any Subsidiary Guarantor (with foreign subsidiary holding companies being deemed foreign subsidiaries) and (y) substantially all tangible and intangible assets owned by HDS and each Subsidiary Guarantor, other than the ABL Priority Collateral, and all proceeds thereof, in each case to the extent permitted by applicable law and subject to certain exceptions (the "Cash Flow Priority Collateral" and, together with the ABL Priority Collateral, the "Collateral"); in each case, subject to the priority of liens among the Term Loan Facility (as defined below), the December 2014 First Priority Notes (as defined below), and the Senior ABL Facility. The Canadian obligations under the Senior ABL Facility are also secured by liens on substantially all assets of the Canadian Borrower and the Canadian Guarantors, subject to certain exceptions. Covenants The Senior ABL Facility contains a number of covenants that, among other things, limit or restrict HDS's ability and, in certain cases, HDS's subsidiaries to make acquisitions, mergers, consolidations, dividends, and to prepay certain indebtedness (including the December 2014 First Priority Notes, the October 2012 Senior Unsecured Notes, and the February 2013 Senior Unsecured Notes), in each case to the extent any such transaction would reduce availability under the Senior ABL Facility below a specified amount. In addition, if HDS's specified excess availability (including an amount by which HDS's borrowing base exceeds the existing commitments) under the Senior ABL Facility falls below the greater of $150 million and 10% of the aggregate commitments (a "Liquidity Event"), HDS will be required to maintain a Fixed Charge Coverage Ratio of at least 1.0:1.0, as defined in the credit agreement governing the Senior ABL Facility. The Senior ABL Facility also contains certain affirmative covenants, including financial and other reporting requirements. HDS is in compliance with all such covenants. Senior Secured Term Loan Facility The Term Loan Facility consists of a senior secured term loan facility (the "Term Loan Facility"; the term loans thereunder, the "Term Loans") providing for a Term Loan in an original aggregate principal amount of $850 million. The Term Loan Facility will mature on August 13, 2021 (the "Term Loan Maturity Date"). The Term Loans amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Term Loan Facility beginning December 2015 with the balance payable on the Term Loan Maturity Date. The Term Loans bear interest at the applicable margin for borrowings of 2.75% for LIBOR borrowings and 1.75% for base rate borrowings, with the LIBOR floor at 1.00%. During the first quarter of fiscal 2015 and in accordance with the annual excess cash flow ("ECF") provisions of the Term Loan Facility, the Company offered a prepayment of $34 million based on the ECF calculation for fiscal 2014. The lenders in the Term Loan Facility accepted $16 million, which the Company paid on March 30, 2015. In accordance with the Incremental Agreement, the ECF provisions are applicable beginning with the fiscal year ending on January 29, 2017 (fiscal 2016) and each fiscal year thereafter. The ECF provision is not applicable to fiscal 2015. The Term Loan Facility is senior secured indebtedness of HDS and ranks equal in right of payment with all of HDS's existing and future senior indebtedness and senior in right of payment to all of HDS's existing and future subordinated indebtedness. The Term Loan Facility is guaranteed, on a senior secured basis, by the Subsidiary Guarantors. These guarantees are subject to release under customary circumstances. The guarantee of each Subsidiary Guarantor is a senior secured obligation of that Subsidiary Guarantor and ranks equal in right of payment with all existing and future senior indebtedness of that Subsidiary Guarantor and senior in right of payment to all existing and future subordinated indebtedness of such Subsidiary Guarantor. Collateral The Term Loan Facility and the related guarantees are secured by a first-priority security interest in substantially all of the tangible and intangible assets of HDS and the Subsidiary Guarantors (other than the ABL Priority Collateral, in which the Term Loan Facility and the related guarantees have a second priority security interest), including pledges of all Capital Stock of the Restricted Subsidiaries directly owned by HDS and the Subsidiary Guarantors (but only up to 65% of each series of Capital Stock of each direct Foreign Subsidiary owned by HDS or any Subsidiary Guarantor), subject to certain thresholds, exceptions and permitted liens, and excluding any Excluded Assets (as defined in the credit agreement governing the Term Loan Facility (the "Term Loan Credit Agreement")) and Excluded Subsidiary Securities (as defined in the Term Loan Credit Agreement) (the "Cash Flow Priority Collateral"), subject to permitted liens. In addition, the Term Loan Facility and the related guarantees are secured by a second-priority security interest in the ABL Priority Collateral, subject to permitted liens. Prepayment The Term Loans may be prepaid at any time without premium or penalty. Under certain circumstances and subject to certain exceptions, the Term Loan Facility will be subject to mandatory prepayment in an amount equal to: • 100% of the net proceeds (other than those that are used to purchase certain assets or to repay certain other indebtedness) of certain asset sales and certain insurance recovery events; and • 50% of annual excess cash flow for any fiscal year, such percentage to decrease to 0% depending on the attainment of certain secured leverage ratio targets. Guarantee HDS is the borrower under the Term Loan Facility. The Subsidiary Guarantors guarantee HDS's payment obligations under the Term Loan Facility. HDS's obligations under the Term Loan Facility and the guarantees thereof are secured in favor of the collateral agent by (i) all of the capital stock of HDS, all capital stock of all domestic subsidiaries directly owned by HDS and the Subsidiary Guarantors and 65% of the capital stock of any foreign subsidiary owned directly by HDS or any Subsidiary Guarantors (it being understood that a foreign subsidiary holding company will be deemed a foreign subsidiary) and (ii) substantially all other tangible and intangible assets owned by HDS and each Subsidiary Guarantor, in each case to the extent permitted by applicable law and subject to certain exceptions and subject to the priority of liens between the Term Loan Facility, the December 2014 First Priority Notes, and the Senior ABL Facility. Covenants The Term Loan Facility contains a number of covenants that, among other things, limit the ability of HDS and its restricted subsidiaries, as described in the Term Loan Credit Agreement, to: incur more indebtedness; pay dividends, redeem stock or make other distributions; make investments; create restrictions on the ability of HDS's restricted subsidiaries to pay dividends to HDS or make other intercompany transfers; create liens securing indebtedness; transfer or sell assets; merge or consolidate; enter into certain transactions with HDS's affiliates; and prepay or amend the terms of certain indebtedness. The Term Loan Facility also contains certain affirmative covenants, including financial and other reporting requirements. HDS is in compliance with all such covenants. Events of Default under the Senior ABL Facility and Term Loan Facility The Senior ABL Facility and Term Loan Facility also provide for customary events of default, including non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, specified cross default and cross acceleration to other material indebtedness, certain bankruptcy events, certain ERISA events, material invalidity of guarantees or security interest, material judgments and changes of control. 5.25% Senior Secured First Priority Notes due 2021 HDS issued $1,250 million of 5.25% Senior Secured First Priority Notes ("December 2014 First Priority Notes") due 2021 under an Indenture, dated December 4, 2014 (the "December 2014 First Priority Indenture") among HDS, the Subsidiary Guarantors, the Trustee, and the Note Collateral Agent. The December 2014 First Priority Notes bear interest at a rate of 5.25% per annum and will mature on December 15, 2021. Interest is paid semi-annually in arrears on June 15th and December 15th of each year. The December 2014 First Priority Indenture, and the applicable collateral documents provide that any capital stock and other securities of any of HDS's subsidiaries will be excluded from the collateral to the extent the pledge of such capital stock or other securities to secure the December 2014 First Priority Notes would cause such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X (as in effect from time to time). The December 2014 First Priority Notes are senior secured indebtedness of HDS and rank equal in right of payment with all of HDS's existing and future senior indebtedness and senior in right of payment to all of HDS's existing and future subordinated indebtedness. The December 2014 First Priority Notes are guaranteed, on a senior secured basis, by each of HDS's Wholly Owned Domestic Subsidiaries (as defined in the December 2014 First Priority Indenture) (other than an Excluded Subsidiary (as defined in the December 2014 First Priority Indenture)), and each other Domestic Subsidiary (as defined in the December 2014 First Priority Indenture) that is a borrower under the Senior ABL Facility or that guarantees payment of HDS's indebtedness under any Credit Facility or Capital Markets Securities (each as defined in the December 2014 First Priority Indenture). The guarantees are subject to release under customary circumstances as stipulated in the December 2014 First Priority Indenture. Collateral The December 2014 First Priority Notes and the related guarantees are secured by a first priority security interest in the Cash Flow Priority Collateral. In addition, the December 2014 First Priority Notes and the related guarantees are secured by a second priority security interest in the ABL Priority Collateral. The security interests in the Collateral may be released without the consent of the holders of the December 2014 First Priority Notes if Collateral is disposed of in a transaction that complies with the December 2014 First Priority Indenture and security documents, and will be released: (i) so long as any ABL Obligations are outstanding, with respect to the ABL Priority Collateral, upon the release of all liens thereon securing the ABL Obligations (as defined in the December 2014 First Priority Indenture) and (ii) so long as any Term Obligations are outstanding, with respect to the Cash Flow Priority Collateral, upon the release of all liens thereon securing the Term Obligations (as defined in the December 2014 First Priority Indenture). Redemption HDS may redeem the December 2014 First Priority Notes, in whole or in part, at any time (1) prior to December 15, 2017, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium set forth in the December 2014 First Priority Indenture and (2) on and after December 15, 2017, at the applicable redemption price set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on December 15 of the year set forth below. Year Percentage 2017 % 2018 % 2019 % 2020 and thereafter % In addition, at any time prior to December 15, 2017, HDS may redeem on one or more occasions up to 40% of the aggregate principal amount of the December 2014 First Priority Notes with the proceeds of certain equity offerings at a redemption price of 105.25% of the principal amount in respect of the December 2014 First Priority Notes being redeemed, plus accrued and unpaid interest to the redemption date, provided, however, that if the December 2014 First Priority Notes are redeemed, an aggregate principal amount of the December 2014 First Priority Notes must remain outstanding immediately after each such redemption of December 2014 First Priority Notes. 8 1 / 8 % Senior Secured First Priority Notes due 2019 HDS issued $950 million of First Priority Notes under an Indenture, dated, and amended, as of April 12, 2012 (the "April 2012 First Priority Indenture") among HDS, the Subsidiary Guarantors, the Trustee, and the Note Collateral Agent. On August 2, 2012, HDS issued $300 million additional aggregate principal amount of its April 2012 First Priority Notes (the "Additional Notes") at a premium of 107.5%, collectively the "2012 First Priority Notes". The 2012 First Priority Notes bore interest at a rate of 8 1 / 8 % per annum and were scheduled to mature on April 15, 2019. Interest was to be paid semi-annually in arrears on April 15th and October 15th of each year. On December 19, 2014, HDS redeemed all of the outstanding $1,250 million aggregate principal amount of its 2012 First Priority Notes. 11% Senior Secured Second Priority Notes due 2020 HDS's 11% Senior Secured Second Priority Notes due 2020 (the "April 2012 Second Priority Notes") bore interest at 11% per annum and were set to mature on April 15, 2020. Interest was paid semi-annually in arrears on April 15th and October 15th of each year, prior to the October 13, 2015 redemption. 11.5% Senior Unsecured Notes due 2020 HDS issued $1,000 million aggregate principal amount of 11.5% Senior Notes ("October 2012 Senior Unsecured Notes") under an Indenture, dated, and amended, as of October 15, 2012 ("October 2012 Senior Notes Indenture") among HDS, certain subsidiaries of HDS as guarantors (the "Subsidiary Guarantors") and the Trustee. The October 2012 Senior Unsecured Notes bear interest at a rate of 11.5% per annum and will mature on July 15, 2020. Interest is paid semi-annually in arrears on April 15 th and October 15 th of each year. The October 2012 Senior Unsecured Notes are unsecured senior indebtedness of HDS and rank equal in right of payment with all of HDS's existing and future senior indebtedness, senior in right of payment to all of HDS's existing and future subordinated indebtedness, and effectively subordinated to all of HDS's existing and future secured indebtedness, including, without limitation, indebtedness under the Senior Credit Facilities and the December 2014 First Priority Notes, to the extent of the value of the collateral securing such indebtedness. The October 2012 Senior Unsecured Notes are guaranteed, on a senior unsecured basis, by each of HDS's direct and indirect domestic existing and future subsidiaries that is a wholly owned domestic subsidiary (other than certain excluded subsidiaries), and by each other domestic subsidiary that is a borrower under the Senior ABL Facility or that guarantees HDS's obligations under any credit facility or capital markets securities. These guarantees are subject to release under customary circumstances as stipulated in the October 2012 Senior Notes Indenture. Redemption HDS may redeem the October 2012 Senior Unsecured Notes, in whole or in part, at any time (1) prior to October 15, 2016, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium set forth in the 11.5% Senior Notes Indenture and (2) on and after October 15, 2016, at the applicable redemption price set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on October 15 of the year set forth below. Year Percentage 2016 % 2017 % 2018 and thereafter % 7.5% Senior Unsecured Notes due 2020 HDS issued $1,275 million aggregate principal amount of 7.5% Senior Unsecured Notes ("February 2013 Senior Unsecured Notes") under an Indenture, dated, and amended, as of February 1, 2013 ("February 2013 Senior Notes Indenture") among HDS, certain subsidiaries of HDS as guarantors (the "Subsidiary Guarantors") and the Trustee. The February 2013 Senior Unsecured Notes bear interest at a rate of 7.5% per annum and will mature on July 15, 2020. Interest is paid semi-annually in arrears on April 15 th and October 15 th of each year. The February 2013 Senior Unsecured Notes are unsecured senior indebtedness of HDS and rank equal in right of payment with all of HDS's existing and future senior indebtedness, senior in right of payment to all of HDS's existing and future subordinated indebtedness, and effectively subordinated to all of HDS's existing and future secured indebtedness, including, without limitation, indebtedness under the Senior Credit Facilities and the December 2014 First Priority Notes, to the extent of the value of the collateral securing such indebtedness. The February 2013 Senior Unsecured Notes are guaranteed, on a senior unsecured basis, by each of HDS's direct and indirect domestic existing and future subsidiaries that is a wholly owned domestic subsidiary (other than certain excluded subsidiaries), and by each other domestic subsidiary that is a borrower under the ABL Facility or that guarantees HDS's obligations under any credit facility or capital markets securities. These guarantees are subject to release under customary circumstances as stipulated in the February 2013 Senior Notes Indenture. Redemption HDS may redeem the February 2013 Senior Unsecured Notes, in whole or in part, at any time (1) prior to October 15, 2016, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium set forth in the February 2013 Senior Notes Indenture and (2) on and after October 15, 2016, at the applicable redemption price set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on October 15 of the year set forth below. Year Percentage 2016 % 2017 % 2018 and thereafter % December 2014 First Priority Notes, October 2012 Senior Unsecured Notes and February 2013 Senior Unsecured Notes (collectively the "Senior Notes") Offer to Repurchase In the event of certain events that constitute a Change of Control (as defined in the December 2014 First Priority Indenture, the October 2012 Senior Unsecured Notes Indenture, and the February 2013 Senior Unsecured Notes Indenture, collectively the "Senior Indentures"), HDS must offer to repurchase all of the Senior Notes (unless otherwise redeemed) at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. If HDS sells assets under certain circumstances, HDS must use the proceeds to make an offer to purchase the Senior Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. Covenants The Senior Indentures contain covenants that, among other things, limit the ability of HDS and its restricted subsidiaries to: incur more indebtedness; pay dividends, redeem stock or make other distributions; make investments; create restrictions on the ability of HDS's restricted subsidiaries to pay dividends to HDS or make other intercompany transfers; create liens securing indebtedness; transfer or sell assets; merge or consolidate; and enter into certain transactions with HDS's affiliates. Most of these covenants will cease to apply for so long as the Senior Notes have investment grade ratings from both Moody's Investment Services, Inc. and Standard & Poor's. HDS is in compliance with all such covenants. Events of Default The Senior Indentures also provide for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and other monetary obligations on all the then outstanding Senior Notes to be due and payable immediately. The Senior Indentures also provide for specified cross default and cross acceleration to other material indebtedness. Debt Maturities Maturities of long-term debt outstanding, in principal amounts, at January 31, 2016 are summarized below (amounts in millions): Fiscal Year 2016 2017 2018 2019 2020 Thereafter Total Principal maturities $ $ $ $ $ $ $ Fiscal 2014 and Fiscal 2013 Transactions On December 19, 2014, HDS used the net proceeds from the December 2014 First Priority Notes issuance, together with available cash, to redeem all of the outstanding $1,250 million aggregate principal amount of its 2012 First Priority Notes, and pay a $106 million make-whole premium calculated in accordance with the terms of the indenture governing such notes and $18 million of accrued but unpaid interest to the redemption date. As a result, the Company incurred a $106 million loss on extinguishment of debt, which includes the $106 million make-whole premium payment to redeem the 2012 First Priority Notes and the write-off of $15 million of unamortized deferred financing costs, offset by the write-off of $15 million of unamortized premium on the 2012 First Priority Notes. On December 4, 2014, HDS issued $1,250 million of the December 2014 First Priority Notes at par. At closing, HDS received approximately $1,232 million, net of transaction fees. As a result of the issuance, HDS incurred and paid $18 million in deferred financing costs, which will be amortized into interest expense over the term of the notes. On February 6, 2014, HDS amended its Term Loan Facility, as defined above, to reduce the applicable margin for borrowings from 3.25% for LIBOR borrowings and 2.25% for base rate borrowings to 3.00% for LIBOR borrowings and 2.00% for base rate borrowings, and reduced the LIBOR floor to 1.00%. The Term Loan may be repaid at any time without penalty or premium. In addition, the amendment provided that HDS may withhold up to $150 million from repayments otherwise required to be made with the proceeds of asset sales and use such proceeds to repay any debt, including debt that is junior to the Term Loans. The amendment also extended the maturity of the Term Loans by approximately nine months, to June 28, 2018. In connection with the amendment, HDS paid approximately $1 million in financing costs, which will be amortized into interest expense over the remaining term of the amended facility in accordance with ASC 470-50, Debt-Modifications and Extinguishments. A portion of the amendment was considered an extinguishment, resulting in a $1 million loss on extinguishment of debt for the write-off of pro-rata portions of the unamortized original issue discount and the unamortized deferred financing costs. The portion of the amendment considered a modification resulted in a charge of approximately $1 million. On August 1, 2013, HDS redeemed all $950 million outstanding aggregate principal amount of its January 2013 Senior Subordinated Notes at a redemption price equal to 103% of the principal amount thereof and paid accrued and unpaid interest thereon through the redemption date. As a result, in fiscal 2013 and in accordance with ASC 470-50, HDS incurred a $44 million loss on extinguishment, which included a $29 million premium payment to redeem the January 2013 Senior Subordinated Notes and approximately $15 million to write off the unamortized deferred financing costs. On June 28, 2013, HDS amended its Senior ABL Facility to (i) reduce the applicable margin for borrowings under the Senior ABL Facility by 0.25%; (ii) reduce the commitment fee applicable thereunder by 0.125%; (iii) extend the maturity date of the Senior ABL Facility to June 28, 2018 (or the maturity date under HDS's Term Loan Facility, if earlier); (iv) make certain changes to the borrowing base and (v) reduce the sublimit available for letters of credit under the Senior ABL Facility from $400 million to $250 million. In connection with the

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Jan. 31, 2016
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 7—FAIR VALUE MEASUREMENTS The fair value measurements and disclosure principles of GAAP (ASC 820, "Fair Value Measurements and Disclosures") define fair value, establish a framework for measuring fair value and provide disclosure requirements about fair value measurements. These principles define a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2—Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; Level 3—Unobservable inputs in which little or no market activity exists. The Company's financial instruments that are not reflected at fair value on the balance sheet were as follows as of January 31, 2016 and February 1, 2015 (amounts in millions): As of January 31, 2016 As of February 1, 2015 Recorded Amount(1) Estimated Fair Value Recorded Amount(1) Estimated Fair Value Senior ABL Facility $ — $ — $ $ Term Loans and Notes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) These amounts do not include accrued interest; accrued interest is classified as Other current liabilities in the accompanying Consolidated Balance Sheets. These amounts do not include any related discounts, premiums, or deferred financing costs. The Company utilized Level 2 inputs, as defined in the fair value hierarchy, to measure the fair value of the long-term debt. Management's fair value estimates were based on quoted prices for recent trades of HDS's long-term debt, recent similar credit facilities initiated by companies with like credit quality in similar industries, quoted prices for similar instruments, and inquiries with certain investment communities.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Jan. 31, 2016
INCOME TAXES
INCOME TAXES	NOTE 8—INCOME TAXES The components of Income (Loss) from Continuing Operations before Provision (Benefit) for Income Taxes are as follows (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 United States $ $ — $ ) Foreign — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ — $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Provision (Benefit) for Income Taxes consisted of the following (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Current: Federal $ ) $ $ State ) ) Foreign — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) Deferred: Federal ) State ) Foreign — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company's combined federal, state and foreign effective tax rate for continuing operations for fiscal 2015, fiscal 2014, and fiscal 2013 was approximately (450.2%), was not meaningful since pretax income was zero, and 21%, respectively. The Company's effective tax rate will vary based on a variety of factors, including overall profitability, the geographical mix of income before taxes and the related tax rates in the jurisdictions where it operates, restructuring and other one-time charges, as well as discrete events, such as settlements of future audits. The Company's fiscal 2015 was impacted by reversing substantially all of the valuation allowance on its net U.S. deferred income taxes and a decrease in the Company's unrecognized tax position. The Company's fiscal 2014 and fiscal 2013 effective tax rates were significantly impacted by the recording of a valuation allowance on its net U.S. deferred tax assets. The fiscal 2014 and fiscal 2013 valuation allowance was directly impacted by the increasing of the deferred tax liability for U.S. goodwill amortization for tax purposes. The deferred tax liability related to the Company's U.S. tax deductible goodwill must be considered as a liability related to an asset with an indefinite life. Therefore, the deferred tax liability does not amortize and is not available as a source of taxable income to support the realization of deferred tax assets created by other deductible temporary timing differences. The reconciliation of the provision (benefit) for income taxes from continuing operations at the federal statutory rate of 35% to the actual tax provision (benefit) for fiscal 2015, fiscal 2014, and fiscal 2013 is as follows (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Income taxes at federal statutory rate $ $ — $ ) State income taxes, net of federal income tax benefit — ) Foreign rate differential ) — ) Non-deductible interest — — Valuation allowance ) Adjustments to tax reserves ) Other, net — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total provision (benefit) $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of January 31, 2016 and February 1, 2015 were as follows (amounts in millions): January 31, 2016 February 1, 2015 Deferred Tax Assets: Accrued compensation $ $ Accrued self-insurance liabilities Other accrued liabilities Deferred revenue — Restructuring liabilities Net operating loss Fixed assets Allowance for doubtful accounts Inventory Tax credit carryforward Other Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent deferred tax assets Deferred Tax Liabilities: Prepaid expense $ ) $ ) Deferred financing costs ) ) Software costs ) ) Intangible assets ) ) Income from discharge of indebtedness ) ) ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets (liabilities), net $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company reported $4 million of long-term deferred tax assets related to its Canadian business within other assets on its Consolidated Balance Sheet as of February 1, 2015. At January 31, 2016, the Company's U.S. operations were in a position of cumulative consolidated pre-tax income for the most recent three-year period. Management concluded that as a consequence of the Company's three-year cumulative consolidated pre-tax income, generating taxable income in fiscal 2014 and 2015, the Company's long net operating loss carryforward periods, a significant reduction in the Company's recent interest expense, a projected further reduction in the Company's future interest expense, and the Company's business plan for fiscal 2016 and beyond showing continued profitability, that it is more likely than not that substantially all of the Company's U.S. deferred tax assets will be realized. Accordingly, in the fourth quarter of fiscal 2015, the Company reversed substantially all of its valuation allowance on its net U.S. deferred tax assets, resulting in a $1,007 million benefit in its provision for income taxes. The benefit from reversing the valuation allowance was partially offset by the utilization of $104 million of such deferred tax assets to offset current year income. At February 1, 2016, after the reverse of the valuation allowance, the Company's remaining valuation allowance on its U.S. deferred tax assets was approximately $6 million. In fiscal 2014, the Company recorded a valuation allowance on its total U.S. operations of $33 million net income tax expense related to continuing operations and $4 million net income tax benefit related to discontinued operations. In fiscal 2013, the Company recorded a valuation allowance on its total U.S. operations of $118 million of net income tax expense related to continuing operations and $1 million of net income tax benefit for discontinued operations. The Company has designated the undistributed earnings of certain aspects of its foreign operations as not permanently reinvested. As of January 31, 2016, deferred taxes have not been provided as the Company's tax basis exceeds its financial reporting book basis with respect to its foreign subsidiary. In fiscal 2015, the Company repatriated $92 million of cash and property to the U.S. which, to the extent of current earnings and profits, resulted in $10 million income tax expense in the U.S. In fiscal 2014, the Company did not repatriate cash from its foreign operations to the U.S. In fiscal 2014, if the Company had repatriated cash to the U.S., no additional income tax expense would have been generated. As of January 31, 2016, the Company had tax-effected U.S. federal net operating loss carryforwards of $694 million which expire beginning in fiscal 2030. The Company also had $108 million of tax effected state net operating loss carryforwards which expire in various years between fiscal 2016 and fiscal 2035. The Company also had $9 million of U.S. federal alternative minimum tax credits which have an indefinite carryforward period, $2 million of U.S. federal research and development credits which expire between fiscal 2031 and fiscal 2035, and $3 million of tax-effected state tax credits which expire in various years between fiscal 2019 and fiscal 2024. The future utilization of the Company's Net Operating Loss carryforwards could be limited if the Company experiences an "ownership change," as defined in Section 382 of the Internal Revenue Code of 1986, as amended. In general, an ownership change may result from transactions increasing the aggregate direct or indirect ownership of certain persons (or groups of persons) in the Company's stock by more than 50 percentage points over a testing period (generally 3 years). Future direct or indirect changes in the ownership of the Company's common stock, including sales or acquisitions of the Company's common stock by stockholders and purchases and issuances of the Company's common stock by the Company, some of which are not in our control, could result in an ownership change. Any resulting limitation on the use of the Company's NOL carryforwards could result in the payment of taxes above the amounts currently anticipated and have a negative effect on the Company's future results of operations and financial position. Deferred tax assets relating to tax benefits of employee stock option grants have been reduced to reflect exercises in fiscal 2015 and fiscal 2014. Some exercises resulted in tax deductions in excess of previously recorded benefits based on the option value at the time of grant ("windfalls"). Although these additional tax benefits or "windfalls" are reflected in the Company's net operating taxable loss carryforwards, pursuant to ASC 718, the additional tax benefit associated with the windfall is not recognized until the deduction reduces taxes payable. Accordingly, since the tax benefit did not reduce the Company's current taxes payable in fiscal 2015 or fiscal 2014 due to net operating loss carryforwards, these "windfall" tax benefits are not reflected in the Company's net operating losses in deferred tax assets for fiscal 2015 or fiscal 2014. Windfalls included in net operating loss carryforwards but not reflected in deferred tax assets for fiscal 2015 and fiscal 2014 were $48 million and $16 million, respectively. For fiscal 2015, the Company recorded a $69 million net income tax expense related to its U.S. business and a $4 million net income tax expense related to its Canadian business in discontinued operations. For fiscal 2014, the Company recorded an $18 million net income tax expense related to its U.S. business and a $3 million net income tax expense related to its Canadian business in discontinued operations. For fiscal 2013, the Company recorded a $13 million net income tax expense related to its U.S. business and a $5 million net income tax expense related to its Canadian business in discontinued operations. Federal, state and foreign income taxes net current receivable total $3 million and $3 million as of fiscal 2015 and fiscal 2014, respectively. Accounting for uncertain tax positions The Company follows the U.S. GAAP guidance for uncertain tax positions within ASC 740, Income Taxes. ASC 740 requires application of a "more likely than not" threshold to the recognition and de-recognition of tax positions. It further requires that a change in judgment related to prior years' tax positions be recognized in the quarter of such change. A reconciliation of the beginning and ending amount of unrecognized tax benefits for continuing operations for fiscal 2015, fiscal 2014, and fiscal 2013 is as follows (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Unrecognized Tax Benefits beginning of period $ $ $ Gross increases for tax positions in current period — Gross increases for tax positions in prior period — — Gross decreases for tax positions in prior period ) ) — Settlements ) ) — Lapse of statutes ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrecognized Tax Benefits end of period $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ There are $9 million, $187 million, and $192 million of unrecognized tax benefits included in the balance at fiscal 2015, fiscal 2014, and fiscal 2013, respectively, whose resolution could affect the annual effective income tax rate. The Company decreased its accrual for net interest and penalties related to unrecognized tax benefits by $29 million for fiscal 2015. The Company accrued $2 million and $5 million of net interest and penalties related to unrecognized tax benefits for fiscal 2014 and fiscal 2013, respectively. The Company's ending net accrual for interest and penalties related to unrecognized tax benefits at fiscal 2015, fiscal 2014, and fiscal 2013, was zero, $29 million, and $27 million, respectively. The Company's accounting policy is to classify interest and penalties as components of income tax expense. Accrued interest and penalties from unrecognized tax benefits are included as a component of other liabilities on the Consolidated Balance Sheet. The Company is subject to audits and examinations of its tax returns by tax authorities in various jurisdictions, including the Internal Revenue Service ("IRS"). Management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of provisions for income taxes. Certain of the Company's tax years 2007 and forward remain open for audit by the IRS and various state governments. The decrease in the Company's fiscal 2015 unrecognized U.S. federal and state tax benefits including gross interest accrual was driven by an income tax benefit of approximately $189 million from the approval and finalization of the Tentative Settlement (as defined in Note 13, Commitments and Contingencies).

STOCK-BASED COMPENSATION AND EM

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS	12 Months Ended
	Jan. 31, 2016
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS	NOTE 9—STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS Stock-Based Compensation Plans On June 26, 2013, the Board of Directors and shareholders of Holdings approved the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the "Plan"). The Plan provides for stock-based awards to employees, consultants and directors, including stock options, stock purchase rights, restricted stock, restricted stock units, deferred stock units, performance shares, performance units, stock appreciation rights, dividend equivalents and other stock-based awards. The Plan replaces and succeeds the HDS Investment Holding, Inc. Stock Incentive Plan, as amended effective April 11, 2011 (the "Stock Incentive Plan"), and, from and after June 26, 2013, no further awards will be made under the Stock Incentive Plan. On July 2, 2013, HD Supply registered 12.5 million shares for issuance pursuant to awards under the Plan and registered 14.8 million shares for issuance pursuant to outstanding awards under the Stock Incentive Plan as of June 26, 2013. As of January 31, 2016, approximately 9 million registered shares were available for issuance under the Plan. On June 26, 2013, the Board of Directors and shareholders of Holdings approved the HD Supply Holdings, Inc. Employee Stock Purchase Plan (the "ESPP"), which permits HD Supply's eligible associates to purchase Holdings common stock at a 5% discount on the closing stock price at the end of each offering period. There are two six-month offering periods during a calendar year beginning each January and July, with the first offering period commenced on January 1, 2014. Two million shares are authorized for issuance under the ESPP, and these shares were registered on July 2, 2013. During fiscal 2015 and fiscal 2014, eligible associates purchased approximately 117,000 shares and 114,000 shares, respectively, under the ESPP. As of January 31, 2016, approximately 1.8 million registered shares were available for issuance under the ESPP. Stock Options Under the terms of the Plan and the Stock Incentive Plan (collectively, the "HDS Plans"), non-qualified stock options are to carry exercise prices at, or above, the fair market value of Holdings' stock on the date of the grant. Prior to Holdings' initial public offering, the fair market value of the stock was determined by the Board of Directors of Holdings based on such factors as it deemed appropriate, including but not limited to the earnings and other financial and operating information of the Company in recent periods, the potential value of the Company as a whole, the future prospects of the Company and the industries in which it competes, the history and management of the Company, the general condition of the securities markets, the fair market value of securities of companies engaged in businesses similar to those of the Company, and any recent valuation of the common stock of Holdings that was performed by an independent valuation firm (although the Board of Directors of Holdings was not obligated to obtain such a valuation). The non-qualified stock options under the HDS Plans generally vest at the rate of 20% per year commencing on the first anniversary date of the grant or 100% on the third anniversary of the grant and expire on the tenth anniversary date of the grant. A summary of option activity under the HDS Plans is presented below (shares in thousands): Number of Shares Weighted Average Option Price Outstanding at February 3, 2013 $ Granted Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at February 2, 2014 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted — — Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at February 1, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted — — Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at January 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ The total intrinsic value of options exercised was approximately $110 million, $65 million, and $4 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. As of January 31, 2016, there were approximately 4.7 million stock options outstanding with a weighted average remaining life of 4.8 years and an aggregate intrinsic value of approximately $49 million. As of January 31, 2016, there were approximately 3.7 million options exercisable with a weighted average exercise price of $15.62, a weighted average remaining life of 4.4 years and an aggregate intrinsic value of approximately $40 million. As of January 31, 2016, there were approximately 4.5 million options vested or expected to ultimately vest with a weighted average exercise price of $15.87, a weighted average remaining life of 4.7 years, and an aggregate intrinsic value of approximately $47 million. The estimated fair value of the options when granted is amortized to expense over the options' vesting or required service period. The fair value for these options was estimated by management, after considering a third-party valuation specialist's assessment, at the date of grant based on the expected life of the option and historical exercise experience, using a Black-Scholes option pricing model with the following weighted-average assumptions: Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Risk-free interest rate — — % Dividend yield — — % Expected volatility factor — — % Expected option life in years — — The risk free interest rate was determined based on an analysis of U.S. Treasury zero-coupon market yields as of the date of the option grant for issues having expiration lives similar to the expected option life. The expected volatility was based on an analysis of the historical volatility of HD Supply's competitors over the expected life of the HD Supply options. These volatilities were weighted by the respective HD Supply segment against which they compete, resulting in an overall industry-based volatility for HD Supply and then adjusted to reflect the leverage of HD Supply. As insufficient data exists to determine the historical life of options issued under the HDS Plans, the expected option life was determined based on the vesting schedule of the options and their contractual life taking into consideration the expected time in which the share price of Holdings would exceed the exercise price of the option. No options were granted during fiscal 2015 or fiscal 2014. The weighted-average fair value of each option granted during fiscal 2013 was $10.25. HD Supply recognized $5 million, $8 million, and $16 million of stock-based compensation expense related to stock options during fiscal 2015, fiscal 2014, and fiscal 2013, respectively. As of January 31, 2016 the unamortized compensation expense related to stock options was $2 million, which is expected to be recognized over a weighted-average period of 1.1 years. Restricted Stock and Restricted Stock Units Restricted stock awards ("RSAs") and restricted stock unit awards ("RSUs") granted under the Plan are settled by issuing shares of common stock at the vesting date. Generally, the RSAs and RSUs granted to employees vest on a pro rata basis on each of the first four or five anniversaries of the grant, except in the case of death or disability, in which case the RSAs and RSUs vest as of the date of the event. Generally, the RSAs granted to members of the Company's Board of Directors vest on the earliest of the one-year anniversary of the grant date, the next annual meeting after the grant date, or a change in control. The grant date fair value of the RSAs and RSUs is expensed over the vesting period. The shares represented by restricted stock awards are considered outstanding at the grant date, as the recipients are entitled to dividends and voting rights, which are subject to the same restrictions (including the risk of forfeiture) as the restricted stock awards. A summary of RSA and RSU activity under the HDS Plans is presented below (shares in thousands): Number of Shares Weighted Average Grant Date Fair Value Non-vested at February 3, 2013 — $ — Granted Vested — — Forfeited — — ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at February 2, 2014 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at February 1, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at January 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ HD Supply recognized $11 million, $9 million, and $1 million of stock-based compensation expense related to RSAs and RSUs during fiscal 2015, fiscal 2014, and fiscal 2013, respectively. As of January 31, 2016 the unamortized compensation expense related to RSAs and RSUs was $30 million, which is expected to be recognized over a weighted-average period of 2.7 years. Employee Benefit Plans HD Supply offers a comprehensive Health & Welfare Benefits Program which allows employees who satisfy certain eligibility requirements to choose among different levels and types of coverage. The Health & Welfare Benefits program provides employees healthcare coverage in which the employer and employee share costs. In addition, the program offers employees the opportunity to participate in various voluntary coverages, including flexible spending accounts. HD Supply maintains a 401(k) defined contribution plan that is qualified under Sections 401(a) and 501(a) of the Internal Revenue Code. Employees who satisfy the plan's eligibility requirements may elect to contribute a portion of their compensation to the plan on a pre-tax basis. HD Supply may match a percentage of the employees' contributions to the plan based on approval from the Board of Directors. Matching contributions are generally made shortly after the end of each pay period or after the Company's fiscal year-end if an additional annual matching contribution based on the Company's fiscal-year financial results is approved. HD Supply paid matching contributions of $19 million, $19 million, and $17 million during fiscal 2015, fiscal 2014, and fiscal 2013, respectively.

BASIC AND DILUTED WEIGHTED AVER

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES	12 Months Ended
	Jan. 31, 2016
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES	NOTE 10—BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted-average common shares outstanding during the respective periods. Diluted earnings (loss) per common share is computed by dividing net income (loss) by the sum of the weighted-average common shares outstanding and all dilutive potential common shares outstanding during the respective periods. Diluted earnings (loss) per common share equals basic earnings (loss) per common share for certain periods, as the effect of stock options, restricted stock, and restricted stock units (collectively "stock plan securities") are anti-dilutive because the Company incurred losses from continuing operations in those periods. The following basic and diluted weighted-average common shares information is provided for HD Supply Holdings, Inc. The reconciliation of basic to diluted weighted-average common shares for fiscal 2015, fiscal 2014, and fiscal 2013 is as follows (in thousands): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Weighted-average common shares Effect of potentially dilutive stock plan securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted weighted-average common shares Stock plan securities excluded from dilution(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Represents securities not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

SUPPLEMENTAL BALANCE SHEET AND

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION	12 Months Ended
	Jan. 31, 2016
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION	NOTE 11—SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION Receivables Receivables as of January 31, 2016 and February 1, 2015 consisted of the following (amounts in millions): January 31, 2016 February 1, 2015 Trade receivables, net of allowance for doubtful accounts $ $ Vendor rebate receivables Other receivables ​ ​ ​ ​ ​ ​ ​ ​ Total receivables, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and Equipment Property and equipment as of January 31, 2016 and February 1, 2015 consisted of the following (amounts in millions): January 31, 2016 February 1, 2015 Land $ $ Buildings and improvements Transportation equipment Furniture, fixtures and equipment Capitalized software Construction in progress ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation & amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Current Liabilities Other current liabilities as of January 31, 2016 and February 1, 2015 consisted of the following (amounts in millions): HD Supply Holdings, Inc. HD Supply, Inc. January 31, 2016 February 1, 2015 January 31, 2016 February 1, 2015 Accrued interest $ $ $ $ Accrued non-income taxes Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other current liabilities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Cash Flow Information Cash paid for interest in fiscal 2015, fiscal 2014, and fiscal 2013 was approximately $397 million, $456 million, and $527 million, respectively. During fiscal 2015, the Company paid $12 million of original issue discounts related to the portion of the Incremental Agreement considered an extinguishment under ASC 470-50, "Debt—Modifications and Extinguishments." During fiscal 2014, the Company paid $1 million of original issue discounts related to the portion of the Term Loan amendment considered an extinguishment under ASC 470-50. During fiscal 2013, the Company paid $364 million of original issue discounts and paid-in-kind ("PIK") interest related to the extinguishments of $889 million of 2007 Senior Subordinated Notes and a portion of the Term Loans. Cash paid for income taxes, net of refunds, in fiscal 2015, fiscal 2014, and fiscal 2013 was approximately $16 million, $39 million, and $8 million, respectively. Cash paid for income taxes in fiscal 2014 includes a $27 million payment for the tentative settlement of the IRS's audit of the Company's U.S. federal income tax returns filed for the tax years ended on February 3, 2008 and February 1, 2009.

RESTRUCTURING ACTIVITIES

RESTRUCTURING ACTIVITIES	12 Months Ended
	Jan. 31, 2016
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES	NOTE 12—RESTRUCTURING ACTIVITIES Fiscal 2015 Plan In conjunction with the sale of the Power Solutions business unit, management evaluated the Company's talent alignment and functional support strategies. Consequently, during fiscal 2015, the Company initiated a restructuring plan to strategically align its leadership and functional support teams, recording a restructuring charge of $10 million. This charge reflects costs primarily for severance and other employee-related costs at Facilities Maintenance and Waterworks. The Company expects to incur an additional $5 million to $10 million over the next nine months primarily for severance, relocation and related costs, anticipating the completion of the restructuring plan in the second half of fiscal 2016, and expects a payback via a permanent reduction in cost over the next two years. As of January 31, 2016, the liability balances for these restructuring activities was $7 million and is included in Other current liabilities in the Consolidated Balance Sheet. Payments for these initial charges are expected to be substantially complete in the next twelve months. The following table presents the activity for the liability balance, included in Other current liabilities in the Consolidated Balance Sheet (amounts in millions): Severance Relocation & Other Costs Total Balance—February 1, 2015 $ — $ — $ — Charges Cash payments ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—January 31, 2016 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2013 Plan During the fourth quarter of fiscal 2013, management evaluated the cost structure of the Company and identified opportunities to reduce costs across its businesses, primarily through a workforce reduction in the global support center and, to a lesser extent, its business units. As a result, the Company recorded a restructuring charge of $6 million in fiscal 2013 for employee-related charges, primarily severance. During fiscal 2014, the Company continued restructuring activities under this plan, resulting in a restructuring charge of $6 million in fiscal 2014 for additional workforce reductions of approximately 130 employees, primarily at Facilities Maintenance, and the consolidation of six Construction & Industrial—White Cap branches into three branches. These charges were recorded to operating expenses within the Consolidated Statements of Operations and Comprehensive Income (Loss). During fiscal 2014, the Company completed the restructuring activities under this plan. No further charges are expected under this plan.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Jan. 31, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 13—COMMITMENTS AND CONTINGENCIES Lease Commitments HD Supply occupies certain facilities and operates certain equipment and vehicles under leases that expire at various dates through the year 2026. In addition to minimum rentals, there are certain executory costs such as real estate taxes, insurance, and common area maintenance on most of its facility leases. Expense under these leases totaled $146 million, $132 million, and $122 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. Capital leases currently in effect are not material. Future minimum aggregate rental payments under non-cancelable operating leases as of January 31, 2016 are as follows (amounts in millions): Fiscal Year 2016 2017 2018 2019 2020 Thereafter Total Operating Leases $ $ The Company subleases certain leased facilities to third parties. In addition, the Company leases certain owned facilities to third parties. Total future minimum rentals to be received under non-cancelable subleases and leases as of January 31, 2016 are approximately $36 million. These subleases and leases expire at various dates through the year 2025. On February 4, 2016, the Company entered into an agreement for the lease of a leadership development and headquarters facility in Atlanta, Georgia. The lease commences upon completion of construction of the facility, which is anticipated to be January 2018. The initial term of the lease is twenty years with an initial base rent of approximately $5 million, escalating at 1.85% per year. Purchase Obligations As of January 31, 2016, the Company has agreements in place with various vendors to purchase goods and services, primarily inventory, in the aggregate amount of $399 million. These purchase obligations are generally cancelable, but the Company has no intent to cancel. Payment is due during fiscal 2016 for these obligations. Internal Revenue Service The Company carried back tax net operating losses ("NOL") from its tax years ended on February 3, 2008 and February 1, 2009 to tax years during which it was a member of The Home Depot Inc.'s ("Home Depot") U.S. federal consolidated tax group. As a result of those NOL carrybacks, Home Depot received cash refunds from the IRS in the amount of approximately $354 million. Under an agreement (the "Agreement") between the Company and Home Depot, Home Depot paid the Company the refund proceeds resulting from the NOL carrybacks. In January 2013 in connection with an audit of the Company's U.S. federal income tax returns filed for the tax years ended on February 3, 2008 and February 1, 2009, the IRS issued a Revenue Agent's Report ("RAR") which proposed to disallow certain deductions claimed by the Company and a significant portion of the corresponding cash refunds resulting from the Company's NOL carrybacks. Pursuant to the terms of the Agreement, the Company would be required to reimburse Home Depot an amount equal to the disallowed refunds plus related interest. In collaboration with Home Depot, the Company challenged the proposed adjustments of the RAR by filing a formal protest with the IRS Office of Appeals. In July 2014, the Company reached a tentative settlement ("Tentative Settlement") for approximately $27 million with the IRS Office of Appeals on the outstanding RAR. In order to stop the accrual of interest on the Tentative Settlement amount and as required under the Agreement, in August 2014 the Company made a payment of approximately $27 million to Home Depot which Home Depot then paid to the IRS. As a result of the Tentative Settlement, the Company's deferred tax assets increased by approximately $12 million before the impact of the valuation allowance. The Tentative Settlement and the carryback claims were subject to review by the Joint Committee on Taxation ("JCT"). Accordingly, the Tentative Settlement would not become effective, nor were the carryback claims finalized, until the JCT reviewed them without objection or the IRS Office of Appeals executed such settlement, whichever comes first. The JCT is required to review refunds in excess of $2 million. On February 19, 2015, the Company received notification the Tentative Settlement was approved by the JCT. As a result of the approval and finalization of the Tentative Settlement, the tax years ending February 3, 2008 and February 1, 2009 are settled and closed to any further adjustments. See "Note 8, Income Taxes," for further disclosures on the Company's income taxes. Legal Matters On August 11, 2015, HD Supply Waterworks, Ltd., and the United States of America, acting through the United States Attorney's Office for the Northern District of New York and on behalf of the United States Environmental Protection Agency and the United States Department of Transportation (collectively the "United States") entered into a civil settlement agreement in connection with the previously disclosed investigation of the Company by the United States related to the activities of certain disadvantaged business enterprises, including American Indian Builders and Suppliers, Inc (the "United States Investigation"). Under the terms of the settlement agreement, the Company, in exchange for a release of certain civil and administrative monetary claims, paid the United States $4.945 million, which is an amount within the Company's previously established reserve for such matter. In addition, on September 21, 2015 (the "Effective Date"), the Company entered into an Administrative Settlement and Compliance Agreement (the "AS&C Agreement") with the Federal Highway Administration ("FHWA"), an Operating Administration of the United States Department of Transportation, related to the same conduct at issue in the United States Investigation. Under the terms of the agreement, which will be effective for a period of three years from the Effective Date, HD Supply Waterworks has agreed to undertake, and has already undertaken, certain remedial measures, including (a) commitment to continue to be bound by its Code of Business Conduct and Ethics; (b) a Corporate Compliance Program; (c) appointment of a Corporate Compliance Officer who was not involved in the conduct at issue in the United States Investigation; and (d) retention of an independent monitor to evaluate Waterworks' performance of the AS&C Agreement and to submit periodic reports directly to FHWA. In exchange, the FHWA has agreed not to initiate or pursue any suspension or debarment action against HD Supply Waterworks, the Company, or their affiliated entities, based on the conduct at issue in the United States Investigation unless HD Supply Waterworks materially breaches the AS&C Agreement. While the Company believes that HD Supply Waterworks will not materially breach its obligations under the AS&C Agreement, there can be no assurances that the FHWA will not initiate or pursue any suspension or debarment proceedings in the future. HD Supply is involved in various legal proceedings arising in the normal course of its business. The Company establishes reserves for litigation and similar matters when those matters present loss contingencies that it determines to be both probable and reasonably estimable in accordance with ASC 450, Contingencies. In the opinion of management, based on current knowledge, all reasonably estimable and probable matters, including the government matters described above, are believed to be adequately reserved for or covered by insurance and are not expected to have a material adverse effect on the Company's consolidated financial condition, results of operations or cash flows. For all other matters, except as noted below, management believes the possibility of losses from such matters is not probable, the potential loss from such matters is not reasonably estimable, or such matters, if disposed of unfavorably to the Company, are of such kind or involve such amounts that would not have a material adverse effect on the financial position, results of operations or cash flows of the Company. For material matters that are reasonably possible and reasonably estimable, including matters that are probable and estimable but for which the amount that is reasonably possible is in excess of the amount that the Company has accrued for, management has estimated the aggregate range of potential loss as $0 to $15 million. If a material loss is probable or reasonably possible, and in either case estimable, the Company has considered it in the analysis and it is included in the discussion set forth above.

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Jan. 31, 2016
SEGMENT INFORMATION
SEGMENT INFORMATION	NOTE 14—SEGMENT INFORMATION HD Supply's operating segments are based on management structure and internal reporting. Each segment offers different products and services to the end customer, except for Corporate, which provides general corporate overhead support. The Company determines the reportable segments in accordance with the principles of segment reporting within ASC 280, Segment Reporting. For purposes of evaluation under these segment reporting principles, the Chief Operating Decision Maker for HD Supply assesses HD Supply's ongoing performance, based on the periodic review and evaluation of Net sales, Adjusted EBITDA, and certain other measures for each of the operating segments. HD Supply has three reportable segments, each of which is presented below: • Facilities Maintenance— Facilities Maintenance distributes maintenance, repair and operations ("MRO") products, provides value-add services and fabricates custom products to multifamily, hospitality, healthcare and institutional facilities. • Waterworks— Waterworks distributes complete lines of water and wastewater transmission products, serving contractors and municipalities in the water and wastewater industries for non-residential and residential uses. • Construction & Industrial—White Cap— Construction & Industrial distributes specialized hardware, tools, engineered materials and safety products to non-residential and residential contractors. In addition to the reportable segments, the Company's consolidated financial results include "Corporate & Other." Corporate & Other is comprised of the following operating segments: Interior Solutions and Home Improvement Solutions. Interior Solutions offers turnkey supply and installation services for multiple interior finish options, including flooring, cabinets, countertops, and window coverings, along with comprehensive design center services for residential, commercial and senior living projects. Home Improvement Solutions offers light remodeling and construction supplies, kitchen and bath cabinets, windows, plumbing materials, electrical equipment and other products, primarily to small remodeling contractors and trade professionals. Corporate & Other also includes costs related to our centralized support functions, which are comprised of finance, information technology, human resources, legal, supply chain and other support services, and removes inter-segment transactions. Beginning in the fourth quarter of fiscal 2015, management combined the HD Supply Canada business unit with the Construction & Industrial—White Cap business unit, reflecting the continued integration of the Canadian Brafasco business into Construction & Industrial—White Cap. All periods presented have been revised to reflect the combined business unit. The following tables present Net sales, Adjusted EBITDA, and certain other measures for each of the reportable segments and total continuing operations for the periods indicated (amounts in millions): Fiscal Year 2015 Facilities Maintenance Waterworks Construction & Industrial— White Cap Corporate & Other(2) Total Continuing Operations Net sales $ $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets $ $ Capital Expenditures $ $ Fiscal Year 2014 Facilities Maintenance Waterworks Construction & Industrial— White Cap Corporate & Other(2) Total Continuing Operations Net sales $ $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets $ $ Capital Expenditures $ $ Fiscal Year 2013 Facilities Maintenance Waterworks Construction & Industrial— White Cap Corporate & Other(2) Total Continuing Operations Net sales $ $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets $ $ Capital Expenditures $ $ (1) Depreciation includes amounts recorded within Cost of sales in the Consolidated Statements of Operations. (2) Total Assets and capital expenditures include amounts attributable to discontinued operations for the periods prior to the dispositions. Reconciliation to Consolidated Financial Statements Fiscal 2015 Fiscal 2014 Fiscal 2013 Total Adjusted EBITDA $ $ $ Depreciation and amortization Stock-based compensation Management fees and expenses — — Restructuring Other — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income Interest expense Loss on extinguishment & modification of debt Other (income) expense, net ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes — ) Provision (benefit) for income taxes ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from continuing operations $ $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales for HD Supply outside the United States, primarily Canada, were $125 million, $130 million, and $133 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. Long-lived assets of HD Supply outside the United States, primarily Canada, were $6 million and $13 million as of January 31, 2016 and February 1, 2015, respectively.

GUARANTOR SUBSIDIARIES

GUARANTOR SUBSIDIARIES	12 Months Ended
	Jan. 31, 2016
GUARANTOR SUBSIDIARIES
GUARANTOR SUBSIDIARIES	NOTE 15—GUARANTOR SUBSIDIARIES As of January 31, 2016, HDS (the "Debt Issuer") had outstanding December 2014 First Priority Notes, October 2012 Senior Unsecured Notes, and February 2013 Senior Unsecured Notes (collectively the "Notes") guaranteed by certain of its subsidiaries (the "Subsidiary Guarantors"). The Subsidiary Guarantors are direct or indirect wholly-owned domestic subsidiaries of HDS. The subsidiaries of HDS that do not guarantee the Notes ("Non-guarantor Subsidiaries") are direct or indirect wholly-owned subsidiaries of HDS and primarily include HDS's operations in Canada. The Debt Issuer's payment obligations under the Notes are jointly and severally guaranteed by the guarantors and all guarantees are full and unconditional. These guarantees are subject to release under the circumstances as described below: (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of the applicable indebtedness by HDS or a restricted subsidiary, following which such Subsidiary Guarantor is no longer a restricted subsidiary of HDS; (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its guarantees of payment of any indebtedness of HDS or any Subsidiary Guarantor under all other indebtedness and is not a borrower under the Senior ABL Facility; (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into HDS or another Subsidiary Guarantor that is the surviving entity in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to HDS or another Subsidiary Guarantor; (iv) concurrently with any Subsidiary Guarantor becoming an unrestricted subsidiary; (v) during the period when the rating on the notes is changed to investment grade and certain covenants cease to apply while such investment grade rating is maintained, upon the merger or consolidation of any Subsidiary Guarantor with and into another subsidiary that is not a Subsidiary Guarantor with such other subsidiary being the surviving entity in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a subsidiary that is not a Subsidiary Guarantor; (vi) upon legal or covenant defeasance of HDS's obligations under the applicable indebtedness, or satisfaction and discharge of the indenture governing the applicable indebtedness; or (vii) subject to customary contingent reinstatement provisions, upon payment in full of the aggregate principal amount of all applicable indebtedness then outstanding and all other obligations guaranteed by a Subsidiary Guarantor then due and owing. In addition, HDS has the right, upon 30 days' notice to the applicable trustee, to cause any Subsidiary Guarantor that has not guaranteed payment of any indebtedness of HDS or any Subsidiary Guarantor under all other indebtedness and is not a borrower under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. In connection with the issuance of the Notes, HDS determined the need for compliance with Rule 3-10 of SEC Regulation S-X. In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, HDS has included the accompanying Condensed Consolidating Financial Statements in accordance with Rule 3-10(f) of SEC Regulation S-X. The following supplemental financial information sets forth, on a consolidating basis under the equity method of accounting, the condensed statements of operations and comprehensive income (loss), the condensed balance sheets, and the condensed statements of cash flows for the parent company issuer of the Notes, HDS, for the Subsidiary Guarantors and for the Non-guarantor Subsidiaries and total consolidated HDS and subsidiaries. Holdings Under the terms of the agreements governing the Notes issued by HDS, the Term Loan Facility entered into by HDS, and the Senior ABL Facility entered into by HDS and certain of its subsidiaries, HDS and substantially all of its existing and future 100%-owned U.S. subsidiaries are significantly restricted from making dividend payments, loans or advances to Holdings. These restrictions result in substantially all of the net assets of Holdings' 100%-owned U.S. subsidiaries being restricted (as defined in Rule 4-08(e)(3) of Regulation S-X). In lieu of Schedule I, the condensed statements of operations and comprehensive income (loss), the condensed balance sheets, and the condensed statements of cash flows of Holdings are included in the tables below. The condensed parent company financial information of Holdings has been provided in accordance with the rules and regulations of the SEC and should be read in conjunction with the Consolidated Financial Statements of Holdings and its subsidiaries. Pursuant to the SEC rules and regulations, the condensed parent company financial information does not include all of the financial information and notes normally included with financial statements prepared in accordance with GAAP. The condensed parent company financial information has been prepared using the same accounting policies as described in Note 1 of Notes to Consolidated Financial Statements of Holdings and subsidiaries included herein, except for the investment in subsidiary. For the purposes of this schedule, Holdings' investment in HDS, its wholly-owned subsidiary, is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. Holdings' share of net income of its unconsolidated subsidiaries is included in consolidated income using the equity method. Holdings did not receive any dividends or distributions from subsidiaries during fiscal 2015, fiscal 2014 or fiscal 2013. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Amounts in millions Fiscal Year 2015 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net Sales $ — $ $ $ ) $ $ — Cost of sales — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit — ) — Operating expenses: Selling, general and administrative ) — Depreciation and amortization — — Restructuring — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ) — Operating Income (Loss) ) — — Interest expense ) — Interest (income) ) ) — — — Net (earnings) loss of equity affiliates ) — — — ) Loss on extinguishment & modification of debt — — — Other (income) expense, net — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes ) Provision (benefit) for income taxes ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations ) Income (loss) from discontinued operations, net of tax — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income—foreign currency translation adjustment — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Comprehensive Income (Loss) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2014 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net Sales $ — $ $ $ ) $ $ — Cost of sales — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit — ) — Operating expenses: Selling, general and administrative ) — Depreciation and amortization — — Restructuring — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ) — Operating Income (Loss) ) — — Interest expense ) — Interest (income) ) ) — — — Net (earnings) loss of equity affiliates ) — — — ) Loss on extinguishment & modification of debt — — — — Other (income) expense, net ) — — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes ) — Provision (benefit) for income taxes ) — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations ) ) Income (loss) from discontinued operations, net of tax ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income—foreign currency translation adjustment ) — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Comprehensive Income (Loss) $ ) $ $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2013 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net Sales $ — $ $ $ ) $ $ — Cost of sales — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit — ) — Operating expenses: Selling, general and administrative ) — Depreciation and amortization — Restructuring charge — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ) — Operating Income (Loss) ) ) — — Interest expense — ) — Interest (income) ) ) — — — Net (earnings) loss of equity affiliates ) — — — Loss on extinguishment & modification of debt — — — — Other (income) expense, net — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes ) ) ) ) ) Provision (benefit) for income taxes ) — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations ) ) ) ) ) Income (loss) from discontinued operations, net of tax ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) $ ) $ $ $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income—foreign currency translation adjustment ) — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Comprehensive Income (Loss) $ ) $ $ $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CONDENSED CONSOLIDATING BALANCE SHEETS Amounts in millions As of January 31, 2016 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ $ Receivables, net — — Inventories — — — Other current assets — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net — — Goodwill — — — — Intangible assets, net — — — Deferred tax asset — ) — Investment in subsidiaries — — ) — Intercompany notes receivable — ) — — Other assets — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current liabilities: Accounts payable $ $ $ $ — $ $ — Accrued compensation and benefits — — Current installments of long-term debt — — — — Other current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, excluding current installments — — — — Deferred tax liabilities — — ) — — Intercompany notes payable — ) — — Other liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity (deficit) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity (deficit) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of February 1, 2015 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ $ — Receivables, net — — Inventories — — — Deferred tax asset — ) — Current assets of discontinued operations — — — Other current assets — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current assets ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net — — Goodwill — — — Intangible assets, net — — — Deferred tax asset — ) — Non-current assets of discontinued operations — Investment in subsidiaries — — ) — ) Intercompany notes receivable — ) — — Other assets — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current liabilities: Accounts payable $ $ $ $ — $ $ — Accrued compensation and benefits — — Current installments of long-term debt — — — — Deferred tax liabilities — — ) — — Current liabilities of discontinued operations — — — Other current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, excluding current installments — — — — Deferred tax liabilities — — ) — Intercompany notes payable — ) — — Other liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity (deficit) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity (deficit) $ $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Amounts in millions Fiscal Year 2015 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net cash flows from operating activities $ $ $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities Capital expenditures ) ) ) — ) — Proceeds from sale of property and equipment — — — — Proceeds from sale of a business — — — — (Investments in) return of capital in equity affiliates — — ) — — Proceeds from (payments of) intercompany notes — ) — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from investing activities $ $ ) $ ) $ ) $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities Proceeds from stock options exercised — — — — — Purchase of treasury shares — — — — — ) Equity contribution (return of capital) — ) ) — — Borrowings from (repayments to) intercompany notes — — ) — — Borrowings of long-term debt — — — — Repayments of long-term debt ) — — — ) — Borrowings on long-term revolver — — — — Repayments on long-term revolver ) — — — ) — Debt issuance and modification fees ) — — — ) — Other financing activities — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from financing activities ) ) ) ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rates on cash — — ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash & cash equivalents $ $ ) $ ) $ — $ $ Cash and cash equivalents at beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2014 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net cash flows from operating activities $ $ $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities Capital expenditures ) ) — — ) — Proceeds from sale of property and equipment — — — Proceeds from sale of a business — — — — (Investments in) return of capital in equity affiliates — — ) — — Proceeds from (payments of) intercompany notes — — ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from investing activities $ $ ) $ — $ ) $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities Proceeds from stock options exercised — — — — — Purchase of treasury shares — — — — — ) Equity contribution (return of capital) — — ) — — Borrowings (repayments) of intercompany notes ) — — — — Borrowings of long-term debt — — — — Repayments of long-term debt ) — — — ) — Borrowings on long-term revolver — — — — Repayments of long-term revolver ) — — — ) — Debt issuance and modification fees ) — — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from financing activities $ ) $ — $ ) $ $ ) $ ) Effect of exchange rates on cash — — ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash & cash equivalents $ ) $ $ ) $ — $ ) $ ) Cash and cash equivalents at beginning of period — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2013 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net cash flows from operating activities $ ) $ $ $ — $ ) $ — Cash flows from investing activities Capital expenditures ) ) ) — ) — Proceeds from sale of property and equipment — — — — Proceeds from sale of a business — — — — Settlement of acquisition of a business — — — — Proceeds from sale of investments — — — — (Investments in) return of capital of equity affiliates — — ) — ) Proceeds from (payments of) intercompany notes — — ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from investing activities $ $ ) $ ) $ ) $ $ ) Cash flows from financing activities Proceeds from sale of common stock in initial public offering, net of transaction fees — — — — — Proceeds from stock options exercised — — — — — Equity contribution (return of capital) ) — — Borrowings (repayments) of intercompany notes ) — — — — Borrowings of long-term debt — — — — Repayments of long-term debt ) — — — ) — Borrowings on long-term revolver — — — — Repayments of long-term revolver ) — — — ) — Debt issuance and modification fees ) — — — ) — Other financing activities — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from financing activities $ ) $ ) $ — $ $ ) $ Effect of exchange rates on cash — — ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash & cash equivalents $ ) $ $ $ — $ ) $ Cash and cash equivalents at beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

QUARTERLY FINANCIAL DATA (UNAUD

QUARTERLY FINANCIAL DATA (UNAUDITED)	12 Months Ended
	Jan. 31, 2016
QUARTERLY FINANCIAL DATA (UNAUDITED)
QUARTERLY FINANCIAL DATA (UNAUDITED)	NOTE 16—QUARTERLY FINANCIAL DATA (UNAUDITED) The following is a summary of the quarterly consolidated results of operations for the fiscal years ended January 31, 2016 and February 1, 2015 (amounts in millions): First Quarter Second Quarter Third Quarter Fourth Quarter TOTAL Fiscal Year 2015 Net sales $ $ $ $ $ Gross profit Income (loss) from continuing operations Income (loss) from discontinued operations ) Net income (loss) Basic earnings (loss) per share(1) Income (loss) from continuing operations $ $ $ $ $ Income (loss) from discontinued operations ) Net income (loss) Diluted earnings (loss) per share(1) Income (loss) from continuing operations $ $ $ $ $ Income (loss) from discontinued operations ) Net income (loss) Fiscal Year 2014 Net sales $ $ $ $ $ Gross profit Income (loss) from continuing operations ) ) ) Income (loss) from discontinued operations ) Net income (loss) ) ) Basic earnings (loss) per share(1) Income (loss) from continuing operations $ ) $ $ $ ) $ ) Income (loss) from discontinued operations ) Net income (loss) ) ) Diluted earnings (loss) per share(1) Income (loss) from continuing operations $ ) $ $ $ ) $ ) Income (loss) from discontinued operations ) Net income (loss) ) ) (1) Basic and Diluted earnings (loss) per share are based on shares outstanding for Holdings. Quarterly earnings per share amounts may not foot due to rounding. In addition, quarterly earnings per share amounts may not add to full-year earnings per share amounts due to the difference in weighted-average common shares for the quarters versus the weighted-average common shares for the year. Income (loss) from continuing operations and Net income (loss) in the first quarter of fiscal 2015 includes a $189 million tax settlement with the IRS. Income (loss) from continuing operations and Net income (loss) in the second quarter of fiscal 2015 includes a loss on extinguishment and modification of debt of $100 million. Income (loss) from continuing operations and Net income (loss) in the fourth quarter of fiscal 2015 includes a $1,007 million benefit in provision for income taxes from the reversal of the valuation allowance on the Company's net U.S. deferred tax assets. Income (loss) from continuing operations and Net income (loss) in the fourth quarter of fiscal 2014 includes a loss on extinguishment of debt of $106 million. There is no tax impact related to the losses on extinguishment of debt due to the Company's valuation allowance position. See Note 8, "Income Taxes," for further information on the Company's taxes.

SCHEDULE II - VALUATION AND QUA

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS	12 Months Ended
	Jan. 31, 2016
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS	SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (Amounts in millions) Accounts Receivable Allowance for Doubtful Accounts: Balance at Beginning of Period Acquisition or Disposition of Business Adjustment Charges to Expense / (Income) Doubtful Accounts Written Off, Net Other Adjustments Balance at End of Period Fiscal Year ended: February 2, 2014 $ ) ) — $ February 1, 2015 $ — ) — $ January 31, 2016 $ ) ) — $ Deferred Tax Valuation Allowances: Balance at Beginning of Period Charges to Expense (Benefit) Balance at End of Period Fiscal Year ended: February 2, 2014 $ $ February 1, 2015 $ $ January 31, 2016 $ ) $

NATURE OF BUSINESS AND SUMMAR30

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Jan. 31, 2016
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business	Nature of Business HD Supply Holdings, Inc. ("Holdings") indirectly owns all of the outstanding common stock of HD Supply, Inc. ("HDS"). Holdings, together with its direct and indirect subsidiaries, including HDS ("HD Supply" or the "Company"), is one of the largest industrial distribution companies in North America. The Company specializes in three distinct market sectors: Maintenance, Repair & Operations; Infrastructure; and Specialty Construction. Through approximately 550 locations across 48 U.S. states and six Canadian provinces, the Company serves these markets with an integrated go-to-market strategy. HD Supply has approximately 14,000 associates delivering localized, customer-tailored products, services and expertise. The Company serves approximately 500,000 customers, which include contractors, maintenance professionals, home builders, industrial businesses, and government entities. HD Supply's broad range of end-to-end product lines and services includes approximately 850,000 stock-keeping units ("SKUs") of quality, name-brand and proprietary-brand products as well as value-add services supporting the entire life-cycle of a project from infrastructure and construction to maintenance, repair and operations. HD Supply is managed primarily on a product line basis and reports results of operations in three reportable segments. The reportable segments are Facilities Maintenance, Waterworks, and Construction & Industrial—White Cap. Other operating segments include Home Improvement Solutions and Interior Solutions. In addition, the consolidated financial statements include Corporate, which is comprised of enterprise-wide functional departments.
Basis of Presentation	Basis of Presentation On June 12, 2013, Holdings effected a 1-for-2 reverse stock split of Holdings' common stock. Holdings' accompanying consolidated financial statements and notes to consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. As of the date of this report, there is no preferred stock issued or outstanding.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements of HD Supply Holdings, Inc. present the results of operations, financial position and cash flows of HD Supply Holdings, Inc. and its wholly-owned subsidiaries, including HD Supply, Inc. The consolidated financial statements of HD Supply, Inc. present the results of operations, financial position and cash flows of HD Supply, Inc. and its wholly-owned subsidiaries. All material intercompany balances and transactions are eliminated. Results of operations of businesses acquired are included from their respective dates of acquisition. The results of operations of all discontinued operations have been separately reported as discontinued operations for all periods presented.
Fiscal Year	Fiscal Year HD Supply's fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31. Fiscal year ended January 31, 2016 ("fiscal 2015"), fiscal year ended February 1, 2015 ("fiscal 2014"), and fiscal year ended February 2, 2014 ("fiscal 2013") each included 52 weeks.
Estimates	Estimates Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses in preparing these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Actual results could differ from these estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents HD Supply considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts Accounts receivable are evaluated for collectability based on numerous factors, including past transaction history with customers, their credit worthiness, and an assessment of lien and bond rights. An allowance for doubtful accounts is estimated as a percentage of aged receivables. This estimate is periodically adjusted when management becomes aware of specific customer's inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in historical collection patterns.
Inventories	Inventories Inventories consist primarily of finished goods and are carried at the lower of cost or market. The cost of substantially all inventories is determined by the moving or weighted average cost method. Inventory value is evaluated at each balance sheet date to ensure that it is carried at the lower of cost or market. This evaluation includes an analysis of historical physical inventory results, a review of excess and obsolete inventories based on inventory aging, and anticipated future demand. Periodically, perpetual inventory records are adjusted to reflect declines in net realizable value below inventory carrying cost.
Consideration Received From Vendors	Consideration Received From Vendors HD Supply enters into agreements with many of its vendors providing for inventory purchase rebates ("vendor rebates") upon achievement of specified volume purchasing levels. Vendor rebates are accrued as part of cost of sales for products sold based on progress towards earning the vendor rebates, taking into consideration cumulative purchases of inventory to date and projected purchases through the end of the year. An estimate of unearned vendor rebates is included in the carrying value of inventory at each period end for vendor rebates recognized on products not yet sold. At January 31, 2016 and February 1, 2015, vendor rebates due to HD Supply were $76 million and $75 million, respectively. These receivables are included in Receivables in the accompanying Consolidated Balance Sheets.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method based on the following estimated useful lives of the assets: Buildings and improvements 5 - 45 years Transportation equipment 5 - 7 years Furniture, fixtures and equipment 3 - 10 years
Capitalized Software Costs	Capitalized Software Costs HD Supply capitalizes certain software costs, which are being amortized on a straight-line basis over the estimated useful lives of the software, ranging from three to seven years. At January 31, 2016 and February 1, 2015, capitalized software costs totaled $45 million and $61 million, respectively, net of accumulated amortization of $215 million and $186 million, respectively. Amortization of capitalized software costs totaled $39 million, $40 million, and $38 million, in fiscal 2015, fiscal 2014, and fiscal 2013, respectively.
Goodwill	Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired. HD Supply does not amortize goodwill, but does assess the recoverability of goodwill on an annual basis or whenever events or circumstances indicate that it is "more likely than not" that the fair value of a reporting unit has dropped below its carrying value. For the annual impairment tests where Step 1 is utilized, the fair values of HD Supply's identified reporting units were estimated using a discounted cash flow ("DCF") analysis and a market comparable method, with each method being equally weighted in the calculation. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market comparable approach. There were no goodwill impairment charges recorded in fiscal 2015, fiscal 2014, or fiscal 2013.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets, including property and equipment, are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. To analyze recoverability, undiscounted future cash flows over the remaining life of the asset are projected. If these projected cash flows are less than the carrying amount, an impairment loss is recognized to the extent the fair value of the asset less any costs of disposition is less than the carrying amount of the asset. Judgments regarding the existence of impairment indicators are based on market and operational performance. Evaluating potential impairment also requires estimates of future operating results and cash flows.
Self-Insurance	Self-Insurance HD Supply has a high deductible insurance program for most losses related to general liability, product liability, environmental liability, automobile liability, workers' compensation, and is self-insured for medical claims and certain legal claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience. At January 31, 2016 and February 1, 2015, reserves totaled approximately $84 million and $92 million, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable, accrued compensation and benefits and other current liabilities approximate fair value due to the short-term nature of these financial instruments. The Company's long-term financial assets and liabilities are recorded at historical costs. See "Note 7, Fair Value Measurements," for information on the fair value of long-term financial instruments.
Revenue Recognition	Revenue Recognition HD Supply recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed and determinable and collectability is reasonably assured. HD Supply ships products to customers by internal fleet and third party carriers. Revenues, net of sales tax and allowances for returns and discounts, are recognized from product sales when title to the products is passed to the customer, which generally occurs at the point of destination for products shipped by internal fleet and at the point of shipping for products shipped by third party carriers. Revenues related to services are recognized in the period the services are performed and totaled $36 million, $29 million, and $29 million in fiscal 2015, fiscal 2014 and fiscal 2013, respectively.
Shipping and Handling Fees and Costs	Shipping and Handling Fees and Costs HD Supply includes shipping and handling fees billed to customers in Net sales. Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through Cost of sales as inventories are sold. Shipping and handling costs associated with outbound freight are included in Selling, general and administrative expenses and totaled $99 million, $98 million, and $92 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively.
Concentration of Credit Risk	Concentration of Credit Risk The majority of HD Supply's sales are credit sales which are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of industries and the areas where they operate. Concentration of credit risk with respect to trade accounts receivable is limited by the large number of customers comprising HD Supply's customer base. HD Supply performs ongoing credit evaluations of its customers.
Leases	Leases Leases are reviewed for capital or operating classification at their inception under the guidance of Accounting Standards Codification ("ASC") 840, Leases. The Company uses its incremental borrowing rate in the assessment of lease classification and assumes the initial lease term includes renewal options that are reasonably assured. HD Supply conducts operations primarily under operating leases. For leases classified as operating leases, the Company records rent expense on a straight-line basis, over the lease term beginning with the date the Company has access to the property which in some cases is prior to commencement of lease payments. Accordingly, the amount of rental expense recognized in excess of lease payments is recorded as a deferred rent liability and is amortized to rental expense over the remaining term of the lease.
Advertising	Advertising Advertising costs are charged to expense as incurred except for the costs of producing and distributing certain direct response sales catalogs, which are capitalized and charged to expense over the life of the related catalog. Advertising expenses were approximately $35 million, $32 million, and $34 million in fiscal 2015, fiscal 2014, and fiscal 2013, respectively. Capitalized advertising costs related to direct response advertising were not material.
Income Taxes	Income Taxes The Company provides for federal, state and foreign income taxes currently payable, as well as for those deferred due to temporary differences between reporting income and expenses for financial statement purposes versus tax purposes. Federal, state and foreign tax benefits are recorded as a reduction of income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company consists of corporations, limited liability companies and partnerships. All income tax expense (benefit) of the Company is recorded in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) with the offset recorded through the Company's current tax accounts, deferred tax accounts, or stockholder's equity account as appropriate.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) includes Net income (loss) adjusted for certain revenues, expenses, gains and losses that are excluded from net income under GAAP. Adjustments to net income are for foreign currency translation adjustments.
Foreign Currency Translation	Foreign Currency Translation Assets and liabilities of foreign subsidiaries with a functional currency other than the U. S. dollar, primarily Canadian dollars, are translated into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are translated at a monthly average exchange rate and equity transactions are translated using either the actual exchange rate on the day of the transaction or a monthly average exchange rate.
Stock-Based Compensation	Stock-Based Compensation On June 26, 2013, the Board of Directors and shareholders of Holdings approved the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the "Plan"). The Plan provides for stock-based awards to employees, consultants and directors, including stock options, stock purchase rights, restricted stock, restricted stock units, deferred stock units, performance shares, performance units, stock appreciation rights, dividend equivalents and other stock-based awards. The Plan replaces and succeeds the HDS Investment Holding, Inc. Stock Incentive Plan, as amended effective April 11, 2011 (the "Stock Incentive Plan"), and, from and after June 26, 2013, no further awards will be made under the Stock Incentive Plan. Both plans are accounted for under ASC 718, Compensation—Stock Compensation, which requires the recognition of share-based compensation costs in the financial statements. The Company includes these costs in Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). On July 2, 2013, HD Supply registered 12.5 million shares for issuance pursuant to awards under the Plan and registered 14.8 million shares for issuance pursuant to outstanding awards under the Stock Incentive Plan as of June 26, 2013.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Leases —In February 2016, The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). The new guidance requires companies to recognize all leases as assets and liabilities for the rights and obligations created by leased assets on the consolidated balance sheet. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. It is to be adopted using a modified retrospective approach. The Company is currently evaluating the impact of adopting ASU 2016-02. Income Taxes —In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes, Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"). The new guidance requires that deferred tax assets and liabilities be classified as non-current on the balance sheet, as opposed to current guidance which requires a net current asset or liability and net non-current asset or liability on the balance sheet. The new standard is effective for financial statements issued for fiscal years beginning after December 15, 2016. The new standard may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. The Company adopted this new standard for its fiscal year 2015 financial statements and applied the new guidance on a prospective basis. Inventory —In July 2015, the FASB issued ASU No. 2015-11, "Inventory, Simplifying the Measurement of Inventory" ("ASU 2015-11"). The amended guidance requires that inventory be measured at the lower of cost and net realizable value. The amended guidance is limited to inventory measured using the first-in, first-out ("FIFO") or average cost methods and excludes inventory measured using last-in, first-out ("LIFO") or retail inventory methods. ASU 2015-11 is effective for fiscal years, and interim periods, beginning after December 15, 2016. Early adoption is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on the Company's financial position or results of operations. Interest—imputation of interest —In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest, Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). The update requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. In August 2015, the FASB issued ASU No. 2015-15, "Interest—Imputation of Interest, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting" ("ASU 2015-15"), to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. The ASU's are effective for fiscal years, and interim periods, beginning after December 15, 2015. Early adoption is permitted. The Company adopted both ASU 2015-03 and ASU 2015-15 as of January 31, 2016, electing to continue to present deferred financing costs related to the Senior ABL Facility, as defined in "Note 6, Debt," as an asset. All periods presented have been revised to reflect the adoption. The amortization of such costs will continue to be reported as interest expense. The adoption of this standard did not affect our results of operations or cash flows in either the current or prior periods. See "Note 6—Debt" for more information about the presentation of deferred financing costs. Discontinued operations —In April 2014, the FASB issued ASU No. 2014-08, "Reporting discontinued operations and disclosure of disposals of components of an entity" ("ASU 2014-08"). The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity's financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendment also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. During the first quarter of fiscal 2015, the Company adopted ASU 2014-08. The adoption required additional disclosures regarding the Company's discontinued operations, but did not impact the Company's financial position or results of operations. Revenue recognition —In May 2014, the FASB issued ASU No. 2014-09, "Revenue from contracts with customers" ("ASU 2014-09"). The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that "an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." Entities have the option of using either a full retrospective or modified approach to adopt the guidance. In July 2015, the FASB provided a one-year delay in the effective date of ASU 2014-09, to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and a permission to early adopt for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.

NATURE OF BUSINESS AND SUMMAR31

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Jan. 31, 2016
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property and Equipment Estimated Useful Lives	Buildings and improvements 5 - 45 years Transportation equipment 5 - 7 years Furniture, fixtures and equipment 3 - 10 years

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Jan. 31, 2016
DISCONTINUED OPERATIONS
Result of Operations of Discontinued Operations	The following table provides additional detail related to the results of operations of the discontinued operations (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Net sales $ $ $ Cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit Operating expenses: Selling, general and administrative Depreciation and amortization Restructuring — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses Operating Income (Gain) loss on disposal of discontinued operations ) — Other (income) expense, net ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before provision for income taxes Provision (benefit) for income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from discontinued operations, net of tax $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At January 31, 2016 and February 1, 2015, the carrying amounts of major classes of assets and liabilities of discontinued operations in the Consolidated Balance Sheets were as follows (amounts in millions): January 31, 2016 February 1, 2015 Current assets: Receivables, less allowance for doubtful accounts of $0 and $1 $ — $ Inventories — Other current assets — ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ​ ​ ​ ​ ​ ​ ​ ​ Goodwill — Intangible assets, net — Other non-current assets — ​ ​ ​ ​ ​ ​ ​ ​ Total assets of discontinued operations $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Liabilities: Accounts payable $ — Accrued compensation and benefits — Other current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities of discontinued operations $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table provides additional detail related to the net cash provided by (used in) operating and investing activities of the discontinued operations (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Net cash flows from operating activities $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: Capital expenditures ) ) ) Proceeds from sale of a business ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows provided by (used in) investing activities $ $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Jan. 31, 2016
GOODWILL AND INTANGIBLE ASSETS
Carrying Amount of Goodwill by Reporting Unit	The carrying amount of goodwill by reporting unit is as follows (amounts in millions): As of January 31, 2016 As of February 1, 2015 Gross Goodwill Accumulated Impairments Net Goodwill Gross Goodwill Accumulated Impairments Net Goodwill Facilities Maintenance $ $ — $ $ $ — $ Waterworks ) ) Construction & Industrial ) ) Home Improvement Solutions ) ) Interior Solutions ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total goodwill $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Components of Intangible Assets	HD Supply's intangible assets as of January 31, 2016 and February 1, 2015 consisted of the following (amounts in millions): As of January 31, 2016 As of February 1, 2015 Gross Intangible Accumulated Amortization Net Intangible Gross Intangible Accumulated Amortization Net Intangible Customer relationships $ $ ) $ $ $ ) $ Trade names ) ) Other ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Jan. 31, 2016
Debt
Schedule of Long-term Debt	HDS's long-term debt as of January 31, 2016 and February 1, 2015 consisted of the following (dollars in millions): January 31, 2016 February 1, 2015 Outstanding Principal Interest Rate %(1) Outstanding Principal Interest Rate %(1) Senior ABL Facility due 2018 $ — — $ Term Loans due 2021 December 2014 First Priority Notes due 2021 April 2012 Second Priority Notes due 2020 — — October 2012 Senior Unsecured Notes due 2020 February 2013 Senior Unsecured Notes due 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total gross long-term debt $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less unamortized discount ) ) Less unamortized deferred financing costs ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total net long-term debt $ $ Less current installments ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total net long-term debt, excluding current installments $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Represents the stated rate of interest, without including the effect of discounts or premiums.
Maturities of Long-term Debt Outstanding	Maturities of long-term debt outstanding, in principal amounts, at January 31, 2016 are summarized below (amounts in millions): Fiscal Year 2016 2017 2018 2019 2020 Thereafter Total Principal maturities $ $ $ $ $ $ $
5.25% December 2014 Senior Secured First Priority Notes due 2021
Debt
Notes Redemption	Year Percentage 2017 % 2018 % 2019 % 2020 and thereafter %
11.5% October 2012 Senior Unsecured Notes due 2020
Debt
Notes Redemption	Year Percentage 2016 % 2017 % 2018 and thereafter %
7.5% February 2013 Senior Unsecured Notes due 2020
Debt
Notes Redemption	Year Percentage 2016 % 2017 % 2018 and thereafter %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Jan. 31, 2016
FAIR VALUE MEASUREMENTS
Schedule of Financial Instruments that are Not Reflected at Fair Value on the Balance Sheet	The Company's financial instruments that are not reflected at fair value on the balance sheet were as follows as of January 31, 2016 and February 1, 2015 (amounts in millions): As of January 31, 2016 As of February 1, 2015 Recorded Amount(1) Estimated Fair Value Recorded Amount(1) Estimated Fair Value Senior ABL Facility $ — $ — $ $ Term Loans and Notes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) These amounts do not include accrued interest; accrued interest is classified as Other current liabilities in the accompanying Consolidated Balance Sheets. These amounts do not include any related discounts, premiums, or deferred financing costs.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Jan. 31, 2016
INCOME TAXES
Components of Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	The components of Income (Loss) from Continuing Operations before Provision (Benefit) for Income Taxes are as follows (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 United States $ $ — $ ) Foreign — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ — $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Provision (Benefit) for Income Taxes	The Provision (Benefit) for Income Taxes consisted of the following (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Current: Federal $ ) $ $ State ) ) Foreign — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) Deferred: Federal ) State ) Foreign — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Reconciliation of Provision (Benefit) for Income Taxes from Continuing Operations at Federal Statutory Rate of 35% to Actual Tax Provision (Benefit)	The reconciliation of the provision (benefit) for income taxes from continuing operations at the federal statutory rate of 35% to the actual tax provision (benefit) for fiscal 2015, fiscal 2014, and fiscal 2013 is as follows (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Income taxes at federal statutory rate $ $ — $ ) State income taxes, net of federal income tax benefit — ) Foreign rate differential ) — ) Non-deductible interest — — Valuation allowance ) Adjustments to tax reserves ) Other, net — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total provision (benefit) $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Deferred Tax Assets and Deferred Tax Liabilities	The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of January 31, 2016 and February 1, 2015 were as follows (amounts in millions): January 31, 2016 February 1, 2015 Deferred Tax Assets: Accrued compensation $ $ Accrued self-insurance liabilities Other accrued liabilities Deferred revenue — Restructuring liabilities Net operating loss Fixed assets Allowance for doubtful accounts Inventory Tax credit carryforward Other Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent deferred tax assets Deferred Tax Liabilities: Prepaid expense $ ) $ ) Deferred financing costs ) ) Software costs ) ) Intangible assets ) ) Income from discharge of indebtedness ) ) ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets (liabilities), net $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits for Continuing Operations	A reconciliation of the beginning and ending amount of unrecognized tax benefits for continuing operations for fiscal 2015, fiscal 2014, and fiscal 2013 is as follows (amounts in millions): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Unrecognized Tax Benefits beginning of period $ $ $ Gross increases for tax positions in current period — Gross increases for tax positions in prior period — — Gross decreases for tax positions in prior period ) ) — Settlements ) ) — Lapse of statutes ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrecognized Tax Benefits end of period $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

STOCK-BASED COMPENSATION AND 37

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Tables)	12 Months Ended
	Jan. 31, 2016
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
Summary of Option Activity	A summary of option activity under the HDS Plans is presented below (shares in thousands): Number of Shares Weighted Average Option Price Outstanding at February 3, 2013 $ Granted Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at February 2, 2014 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted — — Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at February 1, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted — — Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at January 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​
Option Pricing with Weighted Average Assumptions	Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Risk-free interest rate — — % Dividend yield — — % Expected volatility factor — — % Expected option life in years — —
Summary of RSA and RSU activity	A summary of RSA and RSU activity under the HDS Plans is presented below (shares in thousands): Number of Shares Weighted Average Grant Date Fair Value Non-vested at February 3, 2013 — $ — Granted Vested — — Forfeited — — ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at February 2, 2014 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at February 1, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at January 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​

BASIC AND DILUTED WEIGHTED AV38

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES (Tables)	12 Months Ended
	Jan. 31, 2016
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES
Schedule of reconciliation of basic to diluted weighted average common shares	The reconciliation of basic to diluted weighted-average common shares for fiscal 2015, fiscal 2014, and fiscal 2013 is as follows (in thousands): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Weighted-average common shares Effect of potentially dilutive stock plan securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted weighted-average common shares Stock plan securities excluded from dilution(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Represents securities not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.
Schedule stock plan securities excluded from dilution	The reconciliation of basic to diluted weighted-average common shares for fiscal 2015, fiscal 2014, and fiscal 2013 is as follows (in thousands): Fiscal Year Ended January 31, 2016 February 1, 2015 February 2, 2014 Weighted-average common shares Effect of potentially dilutive stock plan securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted weighted-average common shares Stock plan securities excluded from dilution(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Represents securities not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

SUPPLEMENTAL BALANCE SHEET AN39

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION (Tables)	12 Months Ended
	Jan. 31, 2016
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
Schedule of Receivables	Receivables as of January 31, 2016 and February 1, 2015 consisted of the following (amounts in millions): January 31, 2016 February 1, 2015 Trade receivables, net of allowance for doubtful accounts $ $ Vendor rebate receivables Other receivables ​ ​ ​ ​ ​ ​ ​ ​ Total receivables, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Property and Equipment	Property and equipment as of January 31, 2016 and February 1, 2015 consisted of the following (amounts in millions): January 31, 2016 February 1, 2015 Land $ $ Buildings and improvements Transportation equipment Furniture, fixtures and equipment Capitalized software Construction in progress ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation & amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Schedule of Other Current Liabilities	Other current liabilities as of January 31, 2016 and February 1, 2015 consisted of the following (amounts in millions): HD Supply Holdings, Inc. HD Supply, Inc. January 31, 2016 February 1, 2015 January 31, 2016 February 1, 2015 Accrued interest $ $ $ $ Accrued non-income taxes Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other current liabilities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

RESTRUCTURING ACTIVITIES (Table

RESTRUCTURING ACTIVITIES (Tables)	12 Months Ended
	Jan. 31, 2016
RESTRUCTURING ACTIVITIES
Restructuring Activity Liability Balances	The following table presents the activity for the liability balance, included in Other current liabilities in the Consolidated Balance Sheet (amounts in millions): Severance Relocation & Other Costs Total Balance—February 1, 2015 $ — $ — $ — Charges Cash payments ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—January 31, 2016 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Jan. 31, 2016
COMMITMENTS AND CONTINGENCIES
Future Minimum Aggregate Rental Payments Under Non-Cancelable Operating Leases	Future minimum aggregate rental payments under non-cancelable operating leases as of January 31, 2016 are as follows (amounts in millions): Fiscal Year 2016 2017 2018 2019 2020 Thereafter Total Operating Leases $ $

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Jan. 31, 2016
SEGMENT INFORMATION
Net Sales Adjusted Earning Before Interest, Taxes, Depreciation and Amortization and Other Measures for Reportable Segments and Total Continuing Operations	The following tables present Net sales, Adjusted EBITDA, and certain other measures for each of the reportable segments and total continuing operations for the periods indicated (amounts in millions): Fiscal Year 2015 Facilities Maintenance Waterworks Construction & Industrial— White Cap Corporate & Other(2) Total Continuing Operations Net sales $ $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets $ $ Capital Expenditures $ $ Fiscal Year 2014 Facilities Maintenance Waterworks Construction & Industrial— White Cap Corporate & Other(2) Total Continuing Operations Net sales $ $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets $ $ Capital Expenditures $ $ Fiscal Year 2013 Facilities Maintenance Waterworks Construction & Industrial— White Cap Corporate & Other(2) Total Continuing Operations Net sales $ $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets $ $ Capital Expenditures $ $ (1) Depreciation includes amounts recorded within Cost of sales in the Consolidated Statements of Operations. (2) Total Assets and capital expenditures include amounts attributable to discontinued operations for the periods prior to the dispositions.
Reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations	Fiscal 2015 Fiscal 2014 Fiscal 2013 Total Adjusted EBITDA $ $ $ Depreciation and amortization Stock-based compensation Management fees and expenses — — Restructuring Other — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income Interest expense Loss on extinguishment & modification of debt Other (income) expense, net ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes — ) Provision (benefit) for income taxes ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from continuing operations $ $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

GUARANTOR SUBSIDIARIES (Tables)

GUARANTOR SUBSIDIARIES (Tables)	12 Months Ended
	Jan. 31, 2016
GUARANTOR SUBSIDIARIES
Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)	Amounts in millions Fiscal Year 2015 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net Sales $ — $ $ $ ) $ $ — Cost of sales — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit — ) — Operating expenses: Selling, general and administrative ) — Depreciation and amortization — — Restructuring — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ) — Operating Income (Loss) ) — — Interest expense ) — Interest (income) ) ) — — — Net (earnings) loss of equity affiliates ) — — — ) Loss on extinguishment & modification of debt — — — Other (income) expense, net — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes ) Provision (benefit) for income taxes ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations ) Income (loss) from discontinued operations, net of tax — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income—foreign currency translation adjustment — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Comprehensive Income (Loss) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2014 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net Sales $ — $ $ $ ) $ $ — Cost of sales — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit — ) — Operating expenses: Selling, general and administrative ) — Depreciation and amortization — — Restructuring — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ) — Operating Income (Loss) ) — — Interest expense ) — Interest (income) ) ) — — — Net (earnings) loss of equity affiliates ) — — — ) Loss on extinguishment & modification of debt — — — — Other (income) expense, net ) — — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes ) — Provision (benefit) for income taxes ) — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations ) ) Income (loss) from discontinued operations, net of tax ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income—foreign currency translation adjustment ) — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Comprehensive Income (Loss) $ ) $ $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2013 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net Sales $ — $ $ $ ) $ $ — Cost of sales — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit — ) — Operating expenses: Selling, general and administrative ) — Depreciation and amortization — Restructuring charge — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ) — Operating Income (Loss) ) ) — — Interest expense — ) — Interest (income) ) ) — — — Net (earnings) loss of equity affiliates ) — — — Loss on extinguishment & modification of debt — — — — Other (income) expense, net — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes ) ) ) ) ) Provision (benefit) for income taxes ) — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from Continuing Operations ) ) ) ) ) Income (loss) from discontinued operations, net of tax ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) $ ) $ $ $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income—foreign currency translation adjustment ) — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Comprehensive Income (Loss) $ ) $ $ $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Condensed Consolidating Balance Sheets	Amounts in millions As of January 31, 2016 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ $ Receivables, net — — Inventories — — — Other current assets — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net — — Goodwill — — — — Intangible assets, net — — — Deferred tax asset — ) — Investment in subsidiaries — — ) — Intercompany notes receivable — ) — — Other assets — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current liabilities: Accounts payable $ $ $ $ — $ $ — Accrued compensation and benefits — — Current installments of long-term debt — — — — Other current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, excluding current installments — — — — Deferred tax liabilities — — ) — — Intercompany notes payable — ) — — Other liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity (deficit) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity (deficit) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of February 1, 2015 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ $ — Receivables, net — — Inventories — — — Deferred tax asset — ) — Current assets of discontinued operations — — — Other current assets — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current assets ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net — — Goodwill — — — Intangible assets, net — — — Deferred tax asset — ) — Non-current assets of discontinued operations — Investment in subsidiaries — — ) — ) Intercompany notes receivable — ) — — Other assets — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current liabilities: Accounts payable $ $ $ $ — $ $ — Accrued compensation and benefits — — Current installments of long-term debt — — — — Deferred tax liabilities — — ) — — Current liabilities of discontinued operations — — — Other current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, excluding current installments — — — — Deferred tax liabilities — — ) — Intercompany notes payable — ) — — Other liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity (deficit) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity (deficit) $ $ $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Condensed Consolidating Cash Flow Statements	Amounts in millions Fiscal Year 2015 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net cash flows from operating activities $ $ $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities Capital expenditures ) ) ) — ) — Proceeds from sale of property and equipment — — — — Proceeds from sale of a business — — — — (Investments in) return of capital in equity affiliates — — ) — — Proceeds from (payments of) intercompany notes — ) — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from investing activities $ $ ) $ ) $ ) $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities Proceeds from stock options exercised — — — — — Purchase of treasury shares — — — — — ) Equity contribution (return of capital) — ) ) — — Borrowings from (repayments to) intercompany notes — — ) — — Borrowings of long-term debt — — — — Repayments of long-term debt ) — — — ) — Borrowings on long-term revolver — — — — Repayments on long-term revolver ) — — — ) — Debt issuance and modification fees ) — — — ) — Other financing activities — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from financing activities ) ) ) ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rates on cash — — ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash & cash equivalents $ $ ) $ ) $ — $ $ Cash and cash equivalents at beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2014 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net cash flows from operating activities $ $ $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities Capital expenditures ) ) — — ) — Proceeds from sale of property and equipment — — — Proceeds from sale of a business — — — — (Investments in) return of capital in equity affiliates — — ) — — Proceeds from (payments of) intercompany notes — — ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from investing activities $ $ ) $ — $ ) $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities Proceeds from stock options exercised — — — — — Purchase of treasury shares — — — — — ) Equity contribution (return of capital) — — ) — — Borrowings (repayments) of intercompany notes ) — — — — Borrowings of long-term debt — — — — Repayments of long-term debt ) — — — ) — Borrowings on long-term revolver — — — — Repayments of long-term revolver ) — — — ) — Debt issuance and modification fees ) — — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from financing activities $ ) $ — $ ) $ $ ) $ ) Effect of exchange rates on cash — — ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash & cash equivalents $ ) $ $ ) $ — $ ) $ ) Cash and cash equivalents at beginning of period — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2013 Debt Issuer Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total HDS Holdings Net cash flows from operating activities $ ) $ $ $ — $ ) $ — Cash flows from investing activities Capital expenditures ) ) ) — ) — Proceeds from sale of property and equipment — — — — Proceeds from sale of a business — — — — Settlement of acquisition of a business — — — — Proceeds from sale of investments — — — — (Investments in) return of capital of equity affiliates — — ) — ) Proceeds from (payments of) intercompany notes — — ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from investing activities $ $ ) $ ) $ ) $ $ ) Cash flows from financing activities Proceeds from sale of common stock in initial public offering, net of transaction fees — — — — — Proceeds from stock options exercised — — — — — Equity contribution (return of capital) ) — — Borrowings (repayments) of intercompany notes ) — — — — Borrowings of long-term debt — — — — Repayments of long-term debt ) — — — ) — Borrowings on long-term revolver — — — — Repayments of long-term revolver ) — — — ) — Debt issuance and modification fees ) — — — ) — Other financing activities — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows from financing activities $ ) $ ) $ — $ $ ) $ Effect of exchange rates on cash — — ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash & cash equivalents $ ) $ $ $ — $ ) $ Cash and cash equivalents at beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

QUARTERLY FINANCIAL DATA (UNA44

QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)	12 Months Ended
	Jan. 31, 2016
QUARTERLY FINANCIAL DATA (UNAUDITED)
Summary of Quarterly Consolidated Results of Operations	The following is a summary of the quarterly consolidated results of operations for the fiscal years ended January 31, 2016 and February 1, 2015 (amounts in millions): First Quarter Second Quarter Third Quarter Fourth Quarter TOTAL Fiscal Year 2015 Net sales $ $ $ $ $ Gross profit Income (loss) from continuing operations Income (loss) from discontinued operations ) Net income (loss) Basic earnings (loss) per share(1) Income (loss) from continuing operations $ $ $ $ $ Income (loss) from discontinued operations ) Net income (loss) Diluted earnings (loss) per share(1) Income (loss) from continuing operations $ $ $ $ $ Income (loss) from discontinued operations ) Net income (loss) Fiscal Year 2014 Net sales $ $ $ $ $ Gross profit Income (loss) from continuing operations ) ) ) Income (loss) from discontinued operations ) Net income (loss) ) ) Basic earnings (loss) per share(1) Income (loss) from continuing operations $ ) $ $ $ ) $ ) Income (loss) from discontinued operations ) Net income (loss) ) ) Diluted earnings (loss) per share(1) Income (loss) from continuing operations $ ) $ $ $ ) $ ) Income (loss) from discontinued operations ) Net income (loss) ) ) (1) Basic and Diluted earnings (loss) per share are based on shares outstanding for Holdings. Quarterly earnings per share amounts may not foot due to rounding. In addition, quarterly earnings per share amounts may not add to full-year earnings per share amounts due to the difference in weighted-average common shares for the quarters versus the weighted-average common shares for the year.

NATURE OF BUSINESS AND SUMMAR45

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nature of Business (Details)	12 Months Ended
	Jan. 31, 2016segmentproductlocationcategorycustomeremployee
Nature of Business
Number of distinct market sectors in which entity specializes | category	3
Number of operating locations	550
Number of associates | employee	14,000
Number of customer | customer	500,000
Number of SKUs offered | product	850,000
Number of reportable segments | segment	3
U.S.
Nature of Business
Number of states or provinces	48
Canada
Nature of Business
Number of states or provinces	6

NATURE OF BUSINESS AND SUMMAR46

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details)	Jun. 12, 2013	Jan. 31, 2016shares
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reverse stock split ratio	0.50
Preferred shares issued		0
Preferred shares outstanding		0

NATURE OF BUSINESS AND SUMMAR47

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fiscal Year (Details)	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Length of some fiscal years, minimum (in days)	364 days
Length of some fiscal years, maximum (in days)	371 days
Length of fiscal year (in days)	364 days	364 days	364 days

NATURE OF BUSINESS AND SUMMAR48

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Consideration Received from Vendors (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Vendor rebates receivables	$ 76	$ 75

NATURE OF BUSINESS AND SUMMAR49

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details)	12 Months Ended
	Jan. 31, 2016
Building and improvements | Minimum
Property and Equipment
Estimated useful life	5 years
Building and improvements | Maximum
Property and Equipment
Estimated useful life	45 years
Transportation equipment | Minimum
Property and Equipment
Estimated useful life	5 years
Transportation equipment | Maximum
Property and Equipment
Estimated useful life	7 years
Furniture, Fixtures and Equipment | Minimum
Property and Equipment
Estimated useful life	3 years
Furniture, Fixtures and Equipment | Maximum
Property and Equipment
Estimated useful life	10 years

NATURE OF BUSINESS AND SUMMAR50

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capitalized Software Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Capitalized Software Costs
Property and equipment, net	$ 326	$ 340
Accumulated amortization	593	530
Amortization cost	134	226	$ 246
Capitalized software
Capitalized Software Costs
Property and equipment, net	45	61
Accumulated amortization	215	186
Amortization cost	$ 39	$ 40	$ 38
Capitalized software | Minimum
Capitalized Software Costs
Estimated useful life	3 years
Capitalized software | Maximum
Capitalized Software Costs
Estimated useful life	7 years

NATURE OF BUSINESS AND SUMMAR51

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Goodwill impairment charges	$ 0	$ 0	$ 0

NATURE OF BUSINESS AND SUMMAR52

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Self-insurance reserves	$ 84	$ 92

NATURE OF BUSINESS AND SUMMAR53

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues from services	$ 36	$ 29	$ 29

NATURE OF BUSINESS AND SUMMAR54

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling Fees and Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shipping and handling costs	$ 99	$ 98	$ 92

NATURE OF BUSINESS AND SUMMAR55

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Advertising expenses	$ 35	$ 32	$ 34

NATURE OF BUSINESS AND SUMMAR56

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details) shares in Millions	Jul. 02, 2013shares
Plan
Stock-Based Compensation
Shares registered for issuance (in shares)	12.5
Stock Incentive Plan
Stock-Based Compensation
Shares registered for issuance (in shares)	14.8

PUBLIC OFFERINGS - Initial Publ

PUBLIC OFFERINGS - Initial Public Offering - General Disclosures (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 02, 2013	Feb. 02, 2014
Initial Public Offering
Aggregate proceeds		$ 1,039
Common stock
Initial Public Offering
Shares issued (in shares)		61,170,000
Initial public offering and over-allotment option | Common stock
Initial Public Offering
Shares issued (in shares)	61,170,212
Price per share (in dollars per share)	$ 18
Aggregate proceeds	$ 1,039
Stock offering expenses	$ 16
Initial public offering | Common stock
Initial Public Offering
Shares issued (in shares)	53,191,489
Over-allotment option | Common stock
Initial Public Offering
Shares issued (in shares)	7,978,723
Price per share (in dollars per share)	$ 18

PUBLIC OFFERINGS - Initial Pu58

PUBLIC OFFERINGS - Initial Public Offering - Debt Disclosures (Details) - Senior subordinated notes - 10.5% Senior Subordinated Notes due 2021 - HDS (Debt Issuer) - USD ($) $ in Millions	Aug. 01, 2013	Feb. 02, 2014
Initial Public Offering
Debt redeemed	$ 950
Interest rate, stated rate (as a percent)	10.50%
Debt redemption premium	$ 29	$ 29
Accrued interest on debt redeemed	$ 29

PUBLIC OFFERINGS - Initial Pu59

PUBLIC OFFERINGS - Initial Public Offering - Consulting Agreements (Details) $ in Millions	Jul. 02, 2013USD ($)
HD Supply, Inc. (Total HDS) | Equity Sponsors | Investor | Other income (expense)
Initial Public Offering
Net proceeds from the initial public offering used to pay aggregate fee to terminate the consulting agreements	$ 18

PUBLIC OFFERINGS - Secondary Of

PUBLIC OFFERINGS - Secondary Offering (Details) - Common stock - USD ($) $ / shares in Units, $ in Millions	Jul. 28, 2015	Feb. 02, 2014
Secondary Offering
Shares issued (in shares)		61,170,000
Secondary offerings, stock sold by shareholders
Secondary Offering
Shares issued (in shares)	0
Secondary offerings, stock sold by shareholders | July Selling Stockholders
Secondary Offering
Stock sold by shareholders (in shares)	30,539,550
Price per share (in dollars per share)	$ 35.44
Secondary offerings, stock sold by shareholders | July Selling Stockholders | Other income (expense)
Secondary Offering
Stock offering expenses	$ 1

DISCONTINUED OPERATIONS - Gener

DISCONTINUED OPERATIONS - General Information (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended
	Oct. 31, 2015	Jan. 31, 2015	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
DISCONTINUED OPERATIONS
Cash received from sale of business			$ 809	$ 198	$ 4
Gain (loss) on disposal of discontinued operations			$ 186	(7)
Power Solutions
DISCONTINUED OPERATIONS
Cash received from sale of business	$ 809
Sale of issued and outstanding equity interests, transaction cost	16
Gain (loss) on disposal of discontinued operations	186
Power Solutions | Canada
DISCONTINUED OPERATIONS
Cumulative currency translation losses	$ 20
Hardware Solutions
DISCONTINUED OPERATIONS
Cash received from sale of business		$ 198
Sale of issued and outstanding equity interests, transaction cost		$ 2
Gain (loss) on disposal of discontinued operations				8
Litemor
DISCONTINUED OPERATIONS
Gain (loss) on disposal of discontinued operations				$ (15)

DISCONTINUED OPERATIONS - Resul

DISCONTINUED OPERATIONS - Results of Operations (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May. 03, 2015	Feb. 01, 2015	Nov. 02, 2014	Aug. 03, 2014	May. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Results of operations of the discontinued operations
Net Sales									$ 1,391	$ 2,198	$ 2,182
Cost of sales									1,185	1,783	1,772
Gross Profit									206	415	410
Operating expenses:
Selling, general and administrative									154	303	317
Depreciation and amortization									18	41	38
Restructuring										1	3
Total operating expenses									172	345	358
Operating Income									34	70	52
(Gain) loss on disposal of discontinued operations									(186)	7
Other (income) expense, net									(1)	3
Income (loss) before provision for income taxes									219	66	52
Provision (benefit) for income taxes									73	21	18
Income (loss) from discontinued operations, net of tax	$ (106)	$ 235	$ 7	$ 10	$ 9	$ 20	$ 17	$ (1)	$ 146	$ 45	$ 34

DISCONTINUED OPERATIONS - Carry

DISCONTINUED OPERATIONS - Carrying Amounts of Major Classes of Assets and Liabilities (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Current assets:
Receivables, less allowance for doubtful accounts of $0 and $1		$ 221
Allowance for doubtful accounts	$ 0	1
Inventories		284
Other current assets		4
Total current assets		509
Goodwill		202
Intangible assets, net		55
Other non-current assets		38
Total assets of discontinued Operations		804
Current liabilities:
Accounts payable		178
Accrued compensation and benefits		18
Other current liabilities		21
Total liabilities of discontinued operations		$ 217

DISCONTINUED OPERATIONS - Net C

DISCONTINUED OPERATIONS - Net Cash Provided by (Used in) Operating Activities and Investing Activities (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Net cash provided by operating activities and used in investing activities related to discontinued operations
Net cash flows from operating activities	$ 2	$ 89	$ 55
Capital expenditures	(2)	(19)	(24)
Proceeds from sales of businesses	809	198	4
Net cash flows provided by (used in) investing activities	$ 807	$ 179	$ (20)

RELATED PARTIES - Home Depot (D

RELATED PARTIES - Home Depot (Details) - HDS Holding Corporation - Affiliate - Home Depot Incorporated $ in Billions	Aug. 30, 2007USD ($)
RELATED PARTIES
Payments to Home Depot	$ 8.2
Shareholder ownership percentage	12.50%

RELATED PARTIES - Consulting Ag

RELATED PARTIES - Consulting Agreements (Details) - Equity Sponsors - Investor - USD ($) $ in Millions	Jul. 02, 2013	Aug. 31, 2007	Feb. 02, 2014
HD Supply, Inc. (Total HDS)
RELATED PARTIES
Sponsor transaction fee	$ 11	$ 5
Selling, general and administrative expenses
RELATED PARTIES
Sponsor transaction fee			$ 2

RELATED PARTIES - Debt (Details

RELATED PARTIES - Debt (Details) - Senior subordinated notes - HDS (Debt Issuer) - Affiliate - 13.5% Senior Subordinated Notes due 2015 $ in Millions	Feb. 08, 2013USD ($)
RELATED PARTIES
Debt redeemed	$ 889
Redemption price as a percentage of principal amount of debt	103.375%

RELATED PARTIES - Purchases (De

RELATED PARTIES - Purchases (Details) - HD Supply, Inc. (Total HDS) - Investor - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Affiliates of Bain
RELATED PARTIES
Purchases from related party	$ 8
Affiliates of Equity Sponsors
RELATED PARTIES
Purchases from related party		$ 52	$ 45

RELATED PARTIES - Sales (Detail

RELATED PARTIES - Sales (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
HDS Customer | HD Supply, Inc. (Total HDS) | Board member
RELATED PARTIES
Products sold	$ 4	$ 3	$ 1

GOODWILL AND INTANGIBLE ASSET70

GOODWILL AND INTANGIBLE ASSETS - Goodwill - Carrying Amount by Reporting Unit (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Goodwill by reporting unit
Gross Goodwill	$ 3,855	$ 3,855
Accumulated Impairments	(986)	(986)
Net Goodwill	2,869	2,869
Operating segments | Facilities Maintenance
Goodwill by reporting unit
Gross Goodwill	1,603	1,603
Net Goodwill	1,603	1,603
Operating segments | Waterworks
Goodwill by reporting unit
Gross Goodwill	1,877	1,877
Accumulated Impairments	(815)	(815)
Net Goodwill	1,062	1,062
Operating segments | Construction & Industrial - White Cap
Goodwill by reporting unit
Gross Goodwill	183	183
Accumulated Impairments	(74)	(74)
Net Goodwill	109	109
Corporate & Other | Home Improvement Solutions
Goodwill by reporting unit
Gross Goodwill	125	125
Accumulated Impairments	(30)	(30)
Net Goodwill	95	95
Corporate & Other | Interior Solutions
Goodwill by reporting unit
Gross Goodwill	67	67
Accumulated Impairments	$ (67)	$ (67)

GOODWILL AND INTANGIBLE ASSET71

GOODWILL AND INTANGIBLE ASSETS - Goodwill - Discontinued Operations (Details) - USD ($) $ in Millions	Oct. 31, 2015	Feb. 01, 2015	Jan. 31, 2015
Goodwill
Goodwill		$ 202
Power Solutions
Goodwill
Goodwill	$ 202
Hardware Solutions
Goodwill
Goodwill			$ 65

GOODWILL AND INTANGIBLE ASSET72

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Tabular Disclosure (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Intangible Assets
Gross Intangible	$ 219	$ 890
Accumulated Amortization	(89)	(745)
Net Intangible	130	145
Customer Relationships
Intangible Assets
Gross Intangible	69	737
Accumulated Amortization	(24)	(685)
Net Intangible	45	52
Trade Names
Intangible Assets
Gross Intangible	148	151
Accumulated Amortization	(63)	(58)
Net Intangible	85	93
Other
Intangible Assets
Gross Intangible	2	2
Accumulated Amortization	$ (2)	$ (2)

GOODWILL AND INTANGIBLE ASSET73

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Write-offs (Details) $ in Millions	12 Months Ended
	Jan. 31, 2016USD ($)
Intangible assets
Write-off amount	$ 671
Customer Relationships
Intangible assets
Write-off amount	668
Trade Names and Other intangible assets
Intangible assets
Write-off amount	$ 3

GOODWILL AND INTANGIBLE ASSET74

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Discontinued Operations (Details) - USD ($) $ in Millions	Oct. 31, 2015	Feb. 01, 2015	Jan. 31, 2015
Intangible assets
Intangible assets, net		$ 55
Customer Relationships | Power Solutions
Intangible assets
Intangible assets, net	$ 42
Other | Hardware Solutions
Intangible assets
Intangible assets, net			$ 32

GOODWILL AND INTANGIBLE ASSET75

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Amortization Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
GOODWILL AND INTANGIBLE ASSETS
Amortization expense	$ 15	$ 80	$ 110

GOODWILL AND INTANGIBLE ASSET76

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Estimated Future Amortization Expense (Details) $ in Millions	Jan. 31, 2016USD ($)
Estimated future amortization expense for continuing operations
2,016	$ 14
2,017	14
2,018	13
2,019	13
2,020	$ 13

DEBT - Redemption April 2012 Se

DEBT - Redemption April 2012 Second Priority Notes (Details) - USD ($) $ in Millions	Oct. 13, 2015	Feb. 01, 2015	Jan. 31, 2016
DEBT
Loss on extinguishment of debt		$ 106
Unamortized debt issuance costs		$ 83	$ 51
Secured debt | HDS (Debt Issuer) | 11% April 2012 Senior Secured Second Priority Notes due 2020
DEBT
Debt redeemed	$ 675
Premium payment to redeem notes	72
Accrued but unpaid interest	37
Loss on extinguishment of debt	80
Unamortized debt issuance costs	$ 8

DEBT - Incremental Agreement to

DEBT - Incremental Agreement to Term Loan Facility (Details) - Secured debt - HDS (Debt Issuer) - Credit facility - Term Loan Facility due 2021 - USD ($) $ in Millions	Aug. 13, 2015	Aug. 12, 2015	Feb. 06, 2014	Feb. 05, 2014	Feb. 15, 2013	Jan. 31, 2016
DEBT
Line of credit facility, maximum borrowing capacity	$ 850
Amortization of debt, aggregate annual amounts as a percentage of original principal amount (as a percent)	1.00%					1.00%
Modification and extinguishment charges	$ 20
Financing and other costs	5
Write-off of unamortized discount and deferred financing costs	$ 15
LIBOR
DEBT
Percentage added to reference rate (as a percent)	2.75%	3.00%	3.00%	3.25%	3.25%	2.75%
Interest rate floor (as a percent)	1.00%	1.00%	1.00%	1.25%	1.25%	1.00%
Base
DEBT
Percentage added to reference rate (as a percent)	1.75%	2.00%	2.00%	2.25%		1.75%

DEBT - Total Net Long-term Debt

DEBT - Total Net Long-term Debt - Tabular Disclosure (Details) - USD ($) $ in Millions	Jan. 31, 2016	Oct. 13, 2015	Feb. 01, 2015	Dec. 04, 2014	Feb. 01, 2013	Oct. 15, 2012
DEBT
Total gross long-term debt	$ 4,373		$ 5,271
Less unamortized discount	(11)		(14)
Less unamortized deferred debt costs	(51)		(83)
Total net long-term debt	4,311		5,174
Secured debt | HDS (Debt Issuer) | 5.25% December 2014 Senior Secured First Priority Notes due 2021
DEBT
Total gross long-term debt	$ 1,250		$ 1,250
Interest rate, stated rate (as a percent)	5.25%		5.25%	5.25%
Secured debt | HDS (Debt Issuer) | 11% April 2012 Senior Secured Second Priority Notes due 2020
DEBT
Total gross long-term debt			$ 675
Less unamortized deferred debt costs		$ (8)
Interest rate, stated rate (as a percent)			11.00%
Secured debt | HDS (Debt Issuer) | Credit facility | Senior ABL Facility due 2018
DEBT
Total gross long-term debt			$ 96
Interest rate, rate at end of period (as a percent)			2.02%
Secured debt | HDS (Debt Issuer) | Credit facility | Term Loan Facility due 2021
DEBT
Total gross long-term debt	$ 848		$ 975
Interest rate, rate at end of period (as a percent)	3.75%		4.00%
Unsecured debt | HDS (Debt Issuer) | 11.5% October 2012 Senior Unsecured Notes due 2020
DEBT
Total gross long-term debt	$ 1,000		$ 1,000
Interest rate, stated rate (as a percent)	11.50%		11.50%			11.50%
Unsecured debt | HDS (Debt Issuer) | 7.5% February 2013 Senior Unsecured Notes due 2020
DEBT
Total gross long-term debt	$ 1,275		$ 1,275
Interest rate, stated rate (as a percent)	7.50%		7.50%		7.50%

DEBT - Total Long-term Debt, Ex

DEBT - Total Long-term Debt, Excluding Current Installments - Tabular Disclosure (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
DEBT
Total net long-term debt	$ 4,311	$ 5,174
Less current installments	(9)	(34)
Long-term debt, excluding current installments	$ 4,302	$ 5,140

DEBT - Asset Based Lending Faci

DEBT - Asset Based Lending Facility (Details) - Secured debt - HDS (Debt Issuer) - Credit facility - Senior ABL Facility due 2018 $ in Millions	12 Months Ended
	Jan. 31, 2016USD ($)itemfacility
DEBT
Aggregate principal amount	$ 1,500
Line of credit facility, available for borrowing	1,149
Letter of credit facility outstanding	34
Line of credit facility, available for borrowing on qualifying cash balances	$ 107
The minimum number of incremental term loan facilities permitted to be included in the Senior ABL Facility | facility	1
The minimum number of revolving credit facility commitments permitted to be included in the Senior ABL Facility | item	1
Borrowing capacity including all incremental commitments	$ 1,900
Collateral pledged, percentage outstanding capital of any foreign subsidiary	65.00%
Excess availability amount that requires maintaining a fixed charge coverage ratio	$ 150
Percentage of aggregate commitment that requires maintaining a fixed charge coverage ratio	10.00%
Required fixed charge coverage ratio in event of Liquidity Event	1

DEBT - Senior Secured Term Loan

DEBT - Senior Secured Term Loan Facility (Details) - USD ($) $ in Millions	Aug. 13, 2015	Aug. 12, 2015	Feb. 06, 2014	Feb. 05, 2014	Feb. 15, 2013	May. 03, 2015	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
DEBT
Excess cash flow provision, prepayment accepted							$ 1,152	$ 1,385	$ 1,624
HDS (Debt Issuer)
DEBT
Excess cash flow provision, prepayment accepted							1,152	$ 1,385	$ 1,624
Secured debt | HDS (Debt Issuer) | Credit facility | Term Loan Facility due 2021
DEBT
Aggregate principal amount							$ 850
Amortization of debt, aggregate annual amounts as a percentage of original principal amount (as a percent)	1.00%						1.00%
Excess cash flow provision, prepayment offered						$ 34
Excess cash flow provision, prepayment accepted						$ 16
Collateral pledged, percentage outstanding capital of any foreign subsidiary							65.00%
Mandatory principal prepayments from net proceeds from asset sales and insurance recovery, percentage							100.00%
LIBOR | Secured debt | HDS (Debt Issuer) | Credit facility | Term Loan Facility due 2021
DEBT
Percentage added to reference rate (as a percent)	2.75%	3.00%	3.00%	3.25%	3.25%		2.75%
Interest rate floor (as a percent)	1.00%	1.00%	1.00%	1.25%	1.25%		1.00%
Base | Secured debt | HDS (Debt Issuer) | Credit facility | Term Loan Facility due 2021
DEBT
Percentage added to reference rate (as a percent)	1.75%	2.00%	2.00%	2.25%			1.75%
Minimum | Secured debt | HDS (Debt Issuer) | Credit facility | Term Loan Facility due 2021
DEBT
Mandatory principal prepayment based on attainment of certain secured leverage ratio targets, target percentage							0.00%
Maximum | Secured debt | HDS (Debt Issuer) | Credit facility | Term Loan Facility due 2021
DEBT
Mandatory principal prepayment based on attainment of certain secured leverage ratio targets, target percentage							50.00%

DEBT - 5.25% Senior Secured Fir

DEBT - 5.25% Senior Secured First Priority Notes due 2021 (Details) - Secured debt - HDS (Debt Issuer) - 5.25% December 2014 Senior Secured First Priority Notes due 2021 - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Dec. 04, 2014
DEBT
Note issued, amount			$ 1,250
Note issued, interest rate	5.25%	5.25%	5.25%
Percentage limit on amount that can be redeemed	40.00%
Prepayment percentage price as a percent of the principal, with proceeds from certain equity offerings	105.25%
Prior to December 15, 2017
DEBT
Optional prepayment price percentage	100.00%
2,017
DEBT
Optional prepayment price percentage	103.398%
2,018
DEBT
Optional prepayment price percentage	102.625%
2,019
DEBT
Optional prepayment price percentage	101.313%
2020 and thereafter
DEBT
Optional prepayment price percentage	100.00%

DEBT - 8.125% Senior Secured Fi

DEBT - 8.125% Senior Secured First Priority Notes due 2019 (Details) - Secured debt - HDS (Debt Issuer) - USD ($) $ in Millions	Dec. 19, 2014	Aug. 02, 2012	Apr. 12, 2012
8.125% Senior Secured First Priority Notes due 2019
DEBT
Note issued, interest rate		8.125%	8.125%
Debt redeemed	$ 1,250
April 2012 First Priority Indenture
DEBT
Note issued, amount			$ 950
Additional Notes
DEBT
Note issued, amount		$ 300
Premium percentage on debt issued		107.50%

DEBT - 11% Senior Secured Secon

DEBT - 11% Senior Secured Second Priority Notes due 2020 (Details)	Feb. 01, 2015
Secured debt | HDS (Debt Issuer) | 11% April 2012 Senior Secured Second Priority Notes due 2020
DEBT
Note issued, interest rate	11.00%

DEBT - 11.5% Senior Unsecured N

DEBT - 11.5% Senior Unsecured Notes due 2020 (Details) - Unsecured debt - HDS (Debt Issuer) - 11.5% October 2012 Senior Unsecured Notes due 2020 - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Oct. 15, 2012
DEBT
Note issued, amount			$ 1,000
Note issued, interest rate	11.50%	11.50%	11.50%
Prior to October 15, 2016
DEBT
Optional prepayment price percentage	100.00%
2,016
DEBT
Optional prepayment price percentage	105.75%
2,017
DEBT
Optional prepayment price percentage	102.875%
2018 and thereafter
DEBT
Optional prepayment price percentage	100.00%

DEBT - 7.5% Senior Unsecured No

DEBT - 7.5% Senior Unsecured Notes due 2020 (Details) - Unsecured debt - HDS (Debt Issuer) - 7.5% February 2013 Senior Unsecured Notes due 2020 - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 01, 2013
DEBT
Note issued, amount			$ 1,275
Note issued, interest rate	7.50%	7.50%	7.50%
Prior to October 15, 2016
DEBT
Optional prepayment price percentage	100.00%
2,016
DEBT
Optional prepayment price percentage	103.75%
2,017
DEBT
Optional prepayment price percentage	101.875%
2018 and thereafter
DEBT
Optional prepayment price percentage	100.00%

DEBT - Offer to Repurchase (Det

DEBT - Offer to Repurchase (Details) - HDS (Debt Issuer)	Jan. 31, 2016
5.25% December 2014 Senior Secured First Priority Notes due 2021 | Secured debt
DEBT
Mandatory redemption upon Change of Control, price as a percentage of principal	101.00%
Mandatory offer to purchase if Company sells assets, price as a percentage of principal	100.00%
11.5% October 2012 Senior Unsecured Notes due 2020 | Unsecured debt
DEBT
Mandatory redemption upon Change of Control, price as a percentage of principal	101.00%
Mandatory offer to purchase if Company sells assets, price as a percentage of principal	100.00%
7.5% February 2013 Senior Unsecured Notes due 2020 | Unsecured debt
DEBT
Mandatory redemption upon Change of Control, price as a percentage of principal	101.00%
Mandatory offer to purchase if Company sells assets, price as a percentage of principal	100.00%

DEBT - Maturities of Long-term

DEBT - Maturities of Long-term Debt Outstanding (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Maturities of long-term debt outstanding
2,016	$ 9
2,017	8
2,018	9
2,019	8
2,020	2,284
Thereafter	2,055
Total	$ 4,373	$ 5,271

DEBT - Fiscal 2014 Transactions

DEBT - Fiscal 2014 Transactions - 8.125% Senior Secured First Priority Notes due 2019 (Details) - USD ($) $ in Millions	Dec. 19, 2014	Feb. 01, 2015
DEBT
Loss on extinguishment of debt		$ 106
Secured debt | HDS (Debt Issuer) | 8.125% Senior Secured First Priority Notes due 2019
DEBT
Debt redeemed	$ 1,250
Premium payment to redeem notes	106
Accrued but unpaid interest	18
Loss on extinguishment of debt	106
Unamortized deferred debt cost	15
Unamortized premium	$ 15

DEBT - Fiscal 2014 Transactio91

DEBT - Fiscal 2014 Transactions - 5.25% Senior Secured First Priority Notes due 2021 (Details) - USD ($) $ in Millions	Dec. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
DEBT
Payment of debt issuance cost		$ 6	$ 21	$ 34
HDS (Debt Issuer)
DEBT
Payment of debt issuance cost		$ 6	$ 21	$ 34
Secured debt | HDS (Debt Issuer) | 5.25% December 2014 Senior Secured First Priority Notes due 2021
DEBT
Note issued, amount	$ 1,250
Note issued, interest rate	5.25%	5.25%	5.25%
Net proceeds	$ 1,232
Payment of debt issuance cost	$ 18

DEBT - Fiscal 2014 Transactio92

DEBT - Fiscal 2014 Transactions - Term Loan Facility (Details) - USD ($) $ in Millions	Aug. 13, 2015	Aug. 12, 2015	Feb. 06, 2014	Feb. 05, 2014	Feb. 15, 2013	Feb. 01, 2015	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
DEBT
Payment of debt issuance cost							$ 6	$ 21	$ 34
Loss on extinguishment of debt						$ 106
HDS (Debt Issuer)
DEBT
Payment of debt issuance cost							$ 6	$ 21	$ 34
Secured debt | HDS (Debt Issuer) | Credit facility | Term Loan Facility due 2021
DEBT
Maximum withhold amount from repayments of debt otherwise required to be made with the proceeds of asset sales			$ 150
Maturity extended period			9 months
Payment of debt issuance cost			$ 1		$ 30
Loss on extinguishment of debt			1		5
Charges related to modification of debt			$ 1		$ 1
Secured debt | HDS (Debt Issuer) | Credit facility | LIBOR | Term Loan Facility due 2021
DEBT
Percentage added to reference rate (as a percent)	2.75%	3.00%	3.00%	3.25%	3.25%		2.75%
Interest rate floor (as a percent)	1.00%	1.00%	1.00%	1.25%	1.25%		1.00%
Secured debt | HDS (Debt Issuer) | Credit facility | Base | Term Loan Facility due 2021
DEBT
Percentage added to reference rate (as a percent)	1.75%	2.00%	2.00%	2.25%			1.75%

DEBT - Fiscal 2013 Transactions

DEBT - Fiscal 2013 Transactions - January 2013 Senior Subordinated Notes (Details) - USD ($) $ in Millions	Aug. 01, 2013	Feb. 01, 2015	Feb. 02, 2014
DEBT
Loss on extinguishment of debt		$ 106
Senior subordinated notes | HDS (Debt Issuer) | 10.5% Senior Subordinated Notes due 2021
DEBT
Debt redeemed	$ 950
Premium as a percentage of aggregate of the principal amount and the paid accrued and unpaid interest thereon through the redemption date	103.00%
Loss on extinguishment of debt			$ 44
Premium Payment for redeeming notes prior to maturity	$ 29		29
Write-off of unamortized deferred debt cost			$ 15

DEBT - Fiscal 2013 Transactio94

DEBT - Fiscal 2013 Transactions - Senior ABL Facility (Details) - USD ($) $ in Millions	Jun. 28, 2013	Feb. 01, 2015	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014	Jun. 27, 2013
DEBT
Payment of debt issuance cost			$ 6	$ 21	$ 34
Loss on extinguishment of debt		$ 106
HDS (Debt Issuer)
DEBT
Payment of debt issuance cost			$ 6	$ 21	$ 34
Secured debt | HDS (Debt Issuer) | Credit facility | Senior ABL Facility due 2018
DEBT
Decrease in the percentage added to reference rate	0.25%
Decrease in commitment fee percentage	0.125%
Payment of debt issuance cost	$ 2
Loss on extinguishment of debt	3
Secured debt | HDS (Debt Issuer) | Letter of credit | Senior ABL Facility due 2018
DEBT
Sublimit available for letters of credit	$ 400					$ 250

DEBT - Fiscal 2013 Transactio95

DEBT - Fiscal 2013 Transactions - Term Loan Facility (Details) - USD ($) $ in Millions	Aug. 13, 2015	Aug. 12, 2015	Feb. 06, 2014	Feb. 05, 2014	Feb. 15, 2013	Feb. 01, 2015	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
DEBT
Payment of debt issuance cost							$ 6	$ 21	$ 34
Loss on extinguishment of debt						$ 106
HDS (Debt Issuer)
DEBT
Payment of debt issuance cost							$ 6	$ 21	$ 34
Secured debt | HDS (Debt Issuer) | Credit facility | Term Loan Facility due 2021
DEBT
Decrease in the percentage added to reference rate					2.75%
Payment of debt issuance cost			$ 1		$ 30
Unamortized deferred debt cost					27
Loss on extinguishment of debt			1		5
Fees related to extinguishment of debt					2
Write-off of unamortized original issue discount					2
Write-off of unamortized deferred debt cost					1
Charges related to modification of debt			$ 1		$ 1
Secured debt | HDS (Debt Issuer) | Credit facility | LIBOR | Term Loan Facility due 2021
DEBT
Interest rate floor (as a percent)	1.00%	1.00%	1.00%	1.25%	1.25%		1.00%
Percentage added to reference rate (as a percent)	2.75%	3.00%	3.00%	3.25%	3.25%		2.75%
Secured debt | HDS (Debt Issuer) | Credit facility | Prime | Term Loan Facility due 2021
DEBT
Percentage added to reference rate (as a percent)					2.25%

DEBT - Fiscal 2013 Transactio96

DEBT - Fiscal 2013 Transactions - 2007 Senior Subordinated Notes (Details) - USD ($) $ in Millions	Feb. 08, 2013	Feb. 01, 2015	Feb. 02, 2014
DEBT
Loss on extinguishment of debt		$ 106
Senior subordinated notes | HDS (Debt Issuer) | 13.5% Senior Subordinated Notes due 2015
DEBT
Loss on extinguishment of debt			$ 34
Premium Payment for redeeming notes prior to maturity			30
Write-off of unamortized deferred debt cost			$ 4
Affiliate | Senior subordinated notes | HDS (Debt Issuer) | 13.5% Senior Subordinated Notes due 2015
DEBT
Debt redeemed	$ 889
Optional prepayment price percentage	103.375%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Recorded Amount
Financial instruments not reflected at fair value on the balance sheet
Senior ABL Facility		$ 96
Term Loans and Notes	$ 4,373	5,175
Total	4,373	5,271
Estimated Fair Value | Level 2
Financial instruments not reflected at fair value on the balance sheet
Senior ABL Facility		95
Term Loans and Notes	4,560	5,504
Total	$ 4,560	$ 5,599

INCOME TAXES - Components of In

INCOME TAXES - Components of Income (Loss) from Continuing Operations before Provision (Benefits) for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Components of Income (Loss) from Continuing Operations before Provision (Benefit) for Income Taxes
United States	$ 237		$ (207)
Foreign	4		(1)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	$ 241	$ 0	$ (208)

INCOME TAXES - Provision (Benef

INCOME TAXES - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Current:
Federal	$ (165)	$ 9	$ 8
State	(12)	(1)	4
Foreign	4
Current Income Tax Expense (Benefit), Total	(173)	8	12
Deferred:
Federal	(829)	31	29
State	(84)	3	3
Foreign	1
Total	(912)	34	32
Total provision (benefit)	$ (1,085)	$ 42	$ 44

INCOME TAXES - Tax Rates (Detai

INCOME TAXES - Tax Rates (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
INCOME TAXES
Combined federal, state and foreign effective tax rate for continuing operations (benefit)	(450.20%)	0.00%	21.00%
Pretax income	$ 241	$ 0	$ (208)
Federal statutory rate	35.00%	35.00%	35.00%

INCOME TAXES - Reconciliation o

INCOME TAXES - Reconciliation of the Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Reconciliation of the provision (benefit) for income taxes from continuing operations at the federal statutory rate of 35% to the actual tax provision (benefit)
Income taxes at federal statutory rate	$ 84		$ (73)
State income taxes, net of federal income tax benefit	13		(7)
Foreign rate differential	(1)		(2)
Non-deductible interest	14
Valuation allowance	(1,007)	$ 33	118
Adjustments to tax reserves	(189)	7	8
Other, net	1	2
Total provision (benefit)	$ (1,085)	$ 42	$ 44

INCOME TAXES - Tax Effects of T

INCOME TAXES - Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets, Net (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Deferred Tax Assets:
Accrued compensation	$ 26	$ 32
Accrued self-insurance liabilities	17	18
Other accrued liabilities	24	25
Deferred revenue		7
Restructuring liabilities	23	27
Net operating loss	751	960
Fixed assets	25	20
Allowance for doubtful accounts	6	7
Inventory	35	37
Tax credits carryforward	14	6
Other	5	24
Valuation allowance	(6)	(1,013)
Total deferred tax assets, net	920	150
Deferred Tax Liabilities:
Prepaid expenses	(1)	(1)
Deferred financing costs	(9)	(27)
Software costs	(12)	(17)
Intangible assets	(166)	(194)
Income from discharge of indebtedness	(47)	(63)
Deferred tax liabilities	(235)	$ (302)
Deferred tax assets, net	$ 685

INCOME TAXES - Tax Effects o103

INCOME TAXES - Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Liabilities, Net (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Deferred Tax Assets:
Total deferred tax assets, net	$ 920	$ 150
Deferred Tax Liabilities:
Deferred tax liabilities	$ (235)	(302)
Deferred tax (liabilities), net		$ (152)

INCOME TAXES - Long-term Deferr

INCOME TAXES - Long-term Deferred Tax Assets Related to the Canadian Business (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
INCOME TAXES
Long-term deferred tax assets	$ 685	$ 1
Other noncurrent assets | Canada
INCOME TAXES
Long-term deferred tax assets		$ 4

INCOME TAXES - Valuation Allowa

INCOME TAXES - Valuation Allowance (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014	Feb. 01, 2016
Valuation allowance
Deferred tax assets used to offset current year income	$ 104
Deferred tax assets, valuation allowance	6	$ 1,013
U.S.
Valuation allowance
Change in valuation allowance, expense (benefit)	$ (1,007)
Deferred tax assets, valuation allowance				$ 6
U.S. | Continuing Operations
Valuation allowance
Change in valuation allowance, expense (benefit)		33	$ 118
U.S. | Discontinued Operation
Valuation allowance
Change in valuation allowance, expense (benefit)		$ (4)	$ (1)

INCOME TAXES - Foreign Operatio

INCOME TAXES - Foreign Operations (Details) $ in Millions	12 Months Ended
	Jan. 31, 2016USD ($)
INCOME TAXES
Cash and property repatriated	$ 92
Income tax expense	$ 10

INCOME TAXES - Net Operating Lo

INCOME TAXES - Net Operating Loss Carryforwards (Details) $ in Millions	Jan. 31, 2016USD ($)
Domestic tax authority | IRS
Net operating loss carryforwards
Tax-effected net operating loss carry forward	$ 694
State
Net operating loss carryforwards
Tax-effected net operating loss carry forward	$ 108

INCOME TAXES - Capital Loss Car

INCOME TAXES - Capital Loss Carryforward (Details) $ in Millions	Jan. 31, 2016USD ($)
State
Capital loss carryforward
Tax credit carry forward	$ 3
IRS | Alternative minimum tax credits | Domestic tax authority
Capital loss carryforward
Tax credit carry forward	9
IRS | Research and development tax credit carryforward | Domestic tax authority
Capital loss carryforward
Tax credit carry forward	$ 2

INCOME TAXES - Windfall Tax Ben

INCOME TAXES - Windfall Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015
INCOME TAXES
Windfall not reflected in deferred tax assets	$ 48	$ 16

INCOME TAXES - Net Income Tax E

INCOME TAXES - Net Income Tax Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Net income tax expense (benefit)
Net income tax expense (benefit)	$ (1,085)	$ 42	$ 44
U.S. | Discontinued Operation
Net income tax expense (benefit)
Net income tax expense (benefit)	69	18	13
Canada | Discontinued Operation
Net income tax expense (benefit)
Net income tax expense (benefit)	$ 4	$ 3	$ 5

INCOME TAXES - Net Current Rece

INCOME TAXES - Net Current Receivable (Payable) (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
INCOME TAXES
Federal, state and foreign income taxes net current receivable	$ 3	$ 3

INCOME TAXES - Reconciliatio112

INCOME TAXES - Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Reconciliation of beginning and ending amount of unrecognized tax benefits
Unrecognized Tax Benefits beginning of period	$ 187	$ 192	$ 193
Gross increases for tax positions in current period	1	1
Gross increases for tax positions in prior period	5
Gross decreases for tax positions in prior period	(2)	(1)
Settlements	(181)	(5)
Lapse of statutes	(1)		(1)
Unrecognized Tax Benefits end of period	$ 9	$ 187	$ 192

INCOME TAXES - Unrecognized Tax

INCOME TAXES - Unrecognized Tax Benefits and Interest and Penalties (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
INCOME TAXES
Unrecognized tax benefits whose resolution could affect the annual effective income tax rate	$ 9	$ 187	$ 192
Accrued net interest and penalties related to unrecognized tax benefits	29	2	5
Net accrual for interest and penalties related to unrecognized tax benefits	$ 0	$ 29	$ 27

INCOME TAXES - Resolution of Fe

INCOME TAXES - Resolution of Federal and State Tax Examinations (Details) $ in Millions	3 Months Ended
	May. 03, 2015USD ($)
INCOME TAXES
Income tax benefit	$ 189

STOCK-BASED COMPENSATION AND115

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock-Based Compensation Plans (Details) - shares shares in Millions	Jan. 31, 2016	Jul. 02, 2013
Plan
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
Shares registered for issuance (in shares)		12.5
Number of shares available for issuance (in shares)	9
Stock Incentive Plan
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
Shares registered for issuance (in shares)		14.8

STOCK-BASED COMPENSATION AND116

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Employee Stock Purchase Plan (Details) - ESPP	Jun. 26, 2013period	Jan. 31, 2016shares	Feb. 01, 2015shares	Jul. 02, 2013shares
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
Discount on the closing stock price (as a percent)	5.00%
Number of offering periods | period	2
Offering period (in years)	6 months
Number of shares authorized for issuance (in shares)				2,000,000
Number of shares purchased by eligible associates (in shares)		117,000	114,000
Number of shares available for issuance (in shares)		1,800,000

STOCK-BASED COMPENSATION AND117

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock Options - General Disclosures (Details) - Stock options	12 Months Ended
	Jan. 31, 2016
Stock Options
Expiration period (in years)	10 years
Options vesting at a rate of 20% per year commencing on the first anniversary date of the grant
Stock Options
Vesting rate (as a percent)	20.00%
Vesting period (in years)	1 year
Options vesting at a rate of 100% commencing on the third anniversary date of the grant
Stock Options
Vesting rate (as a percent)	100.00%
Vesting period (in years)	3 years

STOCK-BASED COMPENSATION AND118

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock Option Activity (Details) - Stock options - $ / shares shares in Thousands	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Number of Shares
Outstanding, beginning balance (in shares)	10,439	15,010	14,818
Granted (in shares)	0	0	930
Exercised (in shares)	(5,647)	(4,076)	(312)
Canceled (in shares)	(55)	(495)	(426)
Outstanding, ending balance (in shares)	4,737	10,439	15,010
Weighted Average Option Price
Outstanding, beginning balance (in dollars per share)	$ 14.08	$ 13.30	$ 13
Granted (in dollars per share)			18
Exercised (in dollars per share)	12.50	10.97	12.02
Canceled (in dollars per share)	15.28	15.94	13.91
Outstanding, ending balance (in dollars per share)	$ 15.95	$ 14.08	$ 13.30

STOCK-BASED COMPENSATION AND119

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock Options - Additional Disclosures (Details) - Stock options - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014	Feb. 03, 2013
Stock Options
Total intrinsic value of options exercised	$ 110	$ 65	$ 4
Options outstanding (in shares)	4,737	10,439	15,010	14,818
Options outstanding, weighted average remaining life (in years)	4 years 9 months 18 days
Options outstanding, aggregate intrinsic value	$ 49
Options exercisable (in shares)	3,700
Options exercisable, weighted average exercise price (in dollars per share)	$ 15.62
Options exercisable, weighted average remaining life (in years)	4 years 4 months 24 days
Options exercisable, aggregate intrinsic value	$ 40
Options vested or expected to ultimately vest (in shares)	4,500
Options vested or expected to ultimately vest, weighted average exercise price (in dollars per share)	$ 15.87
Options vested or expected to ultimately vest, weighted average remaining life (in years)	4 years 8 months 12 days
Options vested or expected to ultimately vest, aggregate intrinsic value	$ 47

STOCK-BASED COMPENSATION AND120

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock Options - Weighted Average Assumptions (Details) - Stock options	12 Months Ended
	Feb. 02, 2014
Weighted-average assumptions
Risk-free interest rate	1.80%
Dividend yield	0.00%
Expected volatility factor	58.30%
Expected option life in years	6 years 6 months

STOCK-BASED COMPENSATION AND121

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock Options - Additional General Disclosures (Details) - Stock options - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Stock Options
Number of options granted (in shares)	0	0	930
Option granted, weighted-average fair value (in dollars per share)			$ 10.25
Stock-based compensation expense	$ 5	$ 8	$ 16
Stock options, unamortized compensation expense	$ 2
Unamortized stock-based compensation expense, recognition period (in years)	1 year 1 month 6 days

STOCK-BASED COMPENSATION AND122

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Restricted Stock and Restricted Stock Units - General Disclosures (Details)	12 Months Ended
	Jan. 31, 2016
RSAs | Employees
Restricted Stock and Restricted Stock Units
Vesting period (in years)	4 years
RSAs | Board member
Restricted Stock and Restricted Stock Units
Vesting period (in years)	1 year
RSUs | Employees
Restricted Stock and Restricted Stock Units
Vesting period (in years)	5 years

STOCK-BASED COMPENSATION AND123

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Restricted Stock and Restricted Stock Units Activity (Details) - Restricted stock and restricted stock units - $ / shares shares in Thousands	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Number of Shares
Non-vested, beginning balance (in shares)	1,605	353
Granted (in shares)	1,147	1,508	353
Vested (in shares)	(440)	(131)
Forfeited (in shares)	(581)	(125)
Non-vested, ending balance (in shares)	1,731	1,605	353
Weighted Average Option Price
Non-vested, beginning balance (in dollars per shares)	$ 23.32	$ 18.18
Granted (in dollars per share)	29.05	24.32	$ 18.18
Vested (in dollars per share)	23.59	20.04
Forfeited (in dollars per share)	26.02	24.40
Non-vested, ending balance (in dollars per shares)	$ 26.08	$ 23.32	$ 18.18

STOCK-BASED COMPENSATION AND124

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Restricted Stock and Restricted Stock Units - Additional Disclosures (Details) - Restricted stock and restricted stock units - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Restricted Stock and Restricted Stock Units
Stock-based compensation expense	$ 11	$ 9	$ 1
Stock-based compensation expense expected to be recorded over the vesting period	$ 30
Unamortized stock-based compensation expense, recognition period (in years)	2 years 8 months 12 days

STOCK-BASED COMPENSATION AND125

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Employee Benefit Plans
Defined contribution plan, annual matching contribution paid	$ 19	$ 19	$ 17

BASIC AND DILUTED WEIGHTED A126

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES - Reconciliation of Basic and Diluted Weighted Average Common Shares (Details) - shares shares in Thousands	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Reconciliation of basic to diluted weighted average common shares
Weighted average common shares	197,011	193,962	166,905
Effect of potentially dilutive securities:
Stock plans	4,297
Diluted weighted average common shares	201,308	193,962	166,905

BASIC AND DILUTED WEIGHTED A127

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES - Anti-dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Stock plan securities
Anti-dilutive securities
Stock plan securities excluded from dilution	792	12,044	15,373

SUPPLEMENTAL BALANCE SHEET A128

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Receivables (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Receivables
Trade receivables, net of allowance for doubtful accounts	$ 815	$ 784
Vendor rebate receivables	76	75
Other receivables	12	9
Total receivables, net	$ 903	$ 868

SUPPLEMENTAL BALANCE SHEET A129

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Property and Equipment (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Property and Equipment
Property plant and equipment gross	$ 919	$ 870
Less accumulated depreciation & amortization	(593)	(530)
Property and equipment, net	326	340
Land
Property and Equipment
Property plant and equipment gross	33	33
Building and improvements
Property and Equipment
Property plant and equipment gross	243	219
Transportation equipment
Property and Equipment
Property plant and equipment gross	74	71
Furniture, fixtures and equipment
Property and Equipment
Property plant and equipment gross	276	267
Capitalized software
Property and Equipment
Property plant and equipment gross	260	247
Less accumulated depreciation & amortization	(215)	(186)
Property and equipment, net	45	61
Construction in progress
Property and Equipment
Property plant and equipment gross	$ 33	$ 33

SUPPLEMENTAL BALANCE SHEET A130

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Other Current Liabilities (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Other Current Liabilities
Accrued interest	$ 73	$ 98
Accrued non-income taxes	33	29
Other	103	103
Total other current liabilities	209	230
HD Supply, Inc. (Total HDS)
Other Current Liabilities
Accrued interest	73	98
Accrued non-income taxes	33	29
Other	102	103
Total other current liabilities	$ 208	$ 230

SUPPLEMENTAL BALANCE SHEET A131

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Supplemental Cash Flow Information
Cash paid for interest	$ 397	$ 456	$ 527
Original issue discounts paid and PIK interest	12	1	364
Cash paid for income taxes, net of refunds	$ 16	39	8
Amount paid in order to stop the accrual of interest on the Tentative Settlement amount		$ 27
Amount of debt extinguished			$ 889

RESTRUCTURING ACTIVITIES - Fisc

RESTRUCTURING ACTIVITIES - Fiscal 2015 Plan - General Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
RESTRUCTURING ACTIVITIES
Restructuring charges	$ 10	$ 6	$ 6
Restructuring activities resulting from the sale of a business unit in October 2015
RESTRUCTURING ACTIVITIES
Restructuring charges	$ 10
Expected costs, period (in months)	9 months
Payback period	2 years
Restructuring reserve	$ 7
Restructuring activities resulting from the sale of a business unit in October 2015 | Other current liabilities
RESTRUCTURING ACTIVITIES
Restructuring reserve	7
Restructuring activities resulting from the sale of a business unit in October 2015 | Minimum
RESTRUCTURING ACTIVITIES
Expected costs	5
Restructuring activities resulting from the sale of a business unit in October 2015 | Maximum
RESTRUCTURING ACTIVITIES
Expected costs	$ 10

RESTRUCTURING ACTIVITIES - F133

RESTRUCTURING ACTIVITIES - Fiscal 2015 Plan - Restructuring Liability Activity (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Activity for the liability balances for restructuring
Restructuring	$ 10	$ 6	$ 6
Restructuring activities resulting from the sale of a business unit in October 2015
Activity for the liability balances for restructuring
Restructuring	10
Cash payments	(3)
Balance - January 31, 2016	7
Severance | Restructuring activities resulting from the sale of a business unit in October 2015
Activity for the liability balances for restructuring
Restructuring	7
Cash payments	(1)
Balance - January 31, 2016	6
Relocation and other related costs | Restructuring activities resulting from the sale of a business unit in October 2015
Activity for the liability balances for restructuring
Restructuring	3
Cash payments	(2)
Balance - January 31, 2016	$ 1

RESTRUCTURING ACTIVITIES - F134

RESTRUCTURING ACTIVITIES - Fiscal 2013 Plan (Details) $ in Millions	3 Months Ended	12 Months Ended
	Feb. 02, 2014USD ($)	Jan. 31, 2016USD ($)	Feb. 01, 2015USD ($)employeeitem	Feb. 02, 2014USD ($)
RESTRUCTURING ACTIVITIES
Restructuring charges		$ 10	$ 6	$ 6
Restructuring activities commencing in the fourth quarter of fiscal 2013
RESTRUCTURING ACTIVITIES
Restructuring charges	$ 6		$ 6
Reduced workforce personnel | employee			130
Expected costs			$ 0
Construction & Industrial - White Cap | Restructuring activities commencing in the fourth quarter of fiscal 2013
RESTRUCTURING ACTIVITIES
Branches consolidated | item			6
Number of branches | item			3

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Operating Lease Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Lease Commitments
Operating lease expense	$ 146	$ 132	$ 122

COMMITMENTS AND CONTINGENCIE136

COMMITMENTS AND CONTINGENCIES - Future Minimum Aggregate Rental Payments (Details) $ in Millions	Jan. 31, 2016USD ($)
Future minimum aggregate rental payments under non-cancelable operating leases
2,016	$ 139
2,017	119
2,018	100
2,019	76
2,020	49
Thereafter	71
Total	$ 554

COMMITMENTS AND CONTINGENCIE137

COMMITMENTS AND CONTINGENCIES - Subleases (Details) $ in Millions	Jan. 31, 2016USD ($)
COMMITMENTS AND CONTINGENCIES
Future minimum rentals from subleases and leases to be received	$ 36

COMMITMENTS AND CONTINGENCIE138

COMMITMENTS AND CONTINGENCIES - Leadership Development and Headquarters Facility (Details) - Leadership development and headquarters facility lease $ in Millions	Feb. 04, 2016USD ($)
Operating Leases
Operating lease term (in years)	20 years
Base rent	$ 5
Lease rent escalation rate (as a percent)	1.85%

COMMITMENTS AND CONTINGENCIE139

COMMITMENTS AND CONTINGENCIES - Purchase Obligations (Details) $ in Millions	Jan. 31, 2016USD ($)
Purchase obligations
Purchase obligations due during fiscal 2016	$ 399

COMMITMENTS AND CONTINGENCIE140

COMMITMENTS AND CONTINGENCIES - Internal Revenue Service (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended		24 Months Ended
	Aug. 31, 2014	Jan. 31, 2016	Feb. 01, 2015	Jan. 30, 2011	Jul. 31, 2014
Internal Revenue Service
Amount paid in order to stop the accrual of interest on the Tentative Settlement amount			$ 27
Contingent increase in deferred tax asset before valuation allowance		$ 12
Minimum amount of refund requires review by Joint Committee On Taxation		$ 2
IRS
Internal Revenue Service
Tentative settlement amount					$ 27
Home Depot Incorporated
Internal Revenue Service
Amount paid in order to stop the accrual of interest on the Tentative Settlement amount	$ 27
Home Depot Incorporated | IRS
Internal Revenue Service
Cash refunds received				$ 354

COMMITMENTS AND CONTINGENCIE141

COMMITMENTS AND CONTINGENCIES - Legal Matters (Details) - USD ($) $ in Thousands	Sep. 21, 2015	Aug. 11, 2015	Jan. 31, 2016
Legal Matters
Settlement amount		$ 4,945
Effective period	3 years
Estimated aggregate potential loss, minimum			$ 0
Estimated aggregate potential loss, maximum			$ 15,000

SEGMENT INFORMATION - General I

SEGMENT INFORMATION - General Information (Details)	12 Months Ended
	Jan. 31, 2016segment
SEGMENT INFORMATION
Number of reportable segments	3

SEGMENT INFORMATION - Net Sales

SEGMENT INFORMATION - Net Sales for Each Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May. 03, 2015	Feb. 01, 2015	Nov. 02, 2014	Aug. 03, 2014	May. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
SEGMENT INFORMATION
Net Sales	$ 1,648	$ 2,012	$ 2,006	$ 1,722	$ 1,543	$ 1,914	$ 1,880	$ 1,633	$ 7,388	$ 6,970	$ 6,387
Corporate & Other
SEGMENT INFORMATION
Net Sales									455	463	448
Facilities Maintenance | Operating segments
SEGMENT INFORMATION
Net Sales									2,690	2,510	2,331
Waterworks | Operating segments
SEGMENT INFORMATION
Net Sales									2,510	2,427	2,227
Construction & Industrial - White Cap | Operating segments
SEGMENT INFORMATION
Net Sales									$ 1,733	$ 1,570	$ 1,381

SEGMENT INFORMATION - Adjusted

SEGMENT INFORMATION - Adjusted EBITDA, Depreciation & Software Amortization, Other Intangible Amortization for Each Reportable Segment (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
SEGMENT INFORMATION
Adjusted EBITDA	$ 878	$ 775	$ 658
Depreciation & Software Amortization	101	106	97
Other Intangible Amortization	15	80	110
Corporate & Other
SEGMENT INFORMATION
Adjusted EBITDA	(33)	(30)	(35)
Depreciation & Software Amortization	21	23	25
Other Intangible Amortization	6	6	5
Facilities Maintenance | Operating segments
SEGMENT INFORMATION
Adjusted EBITDA	529	491	434
Depreciation & Software Amortization	43	50	45
Other Intangible Amortization	6	57	81
Waterworks | Operating segments
SEGMENT INFORMATION
Adjusted EBITDA	222	198	173
Depreciation & Software Amortization	11	11	10
Other Intangible Amortization	2	3	4
Construction & Industrial - White Cap | Operating segments
SEGMENT INFORMATION
Adjusted EBITDA	160	116	86
Depreciation & Software Amortization	26	22	17
Other Intangible Amortization	$ 1	$ 14	$ 20

SEGMENT INFORMATION - Total Ass

SEGMENT INFORMATION - Total Assets for Each Reportable Segment (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
SEGMENT INFORMATION
Assets	$ 6,016	$ 5,977	$ 6,227
Corporate & Other
SEGMENT INFORMATION
Assets	1,389	1,330	1,619
Facilities Maintenance | Operating segments
SEGMENT INFORMATION
Assets	2,358	2,390	2,433
Waterworks | Operating segments
SEGMENT INFORMATION
Assets	1,636	1,640	1,585
Construction & Industrial - White Cap | Operating segments
SEGMENT INFORMATION
Assets	$ 633	$ 617	$ 590

SEGMENT INFORMATION - Capital E

SEGMENT INFORMATION - Capital Expenditures for Each Reportable Segment (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
SEGMENT INFORMATION
Capital Expenditures	$ 86	$ 119	$ 131
Corporate & Other
SEGMENT INFORMATION
Capital Expenditures	28	42	52
Facilities Maintenance | Operating segments
SEGMENT INFORMATION
Capital Expenditures	20	32	42
Waterworks | Operating segments
SEGMENT INFORMATION
Capital Expenditures	10	15	12
Construction & Industrial - White Cap | Operating segments
SEGMENT INFORMATION
Capital Expenditures	$ 28	$ 30	$ 25

SEGMENT INFORMATION - Reconcili

SEGMENT INFORMATION - Reconciliation to Consolidated Financial Statements (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May. 03, 2015	Feb. 01, 2015	Nov. 02, 2014	Aug. 03, 2014	May. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
SEGMENT INFORMATION
Total Adjusted EBITDA									$ 878	$ 775	$ 658
Depreciation and amortization									116	186	207
Stock-based compensation									16	17	16
Management fees and expenses											2
Restructuring									10	6	6
Other										(1)
Operating Income									736	567	427
Interest expense									394	462	528
Loss on extinguishment & modification of debt			$ 100						100	108	87
Other (income) expense, net									1	(3)	20
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									241	0	(208)
Provision (benefit) for income taxes									(1,085)	42	44
Income (Loss) from Continuing Operations	$ 977	$ 15	$ 102	$ 232	$ (102)	$ 40	$ 31	$ (11)	$ 1,326	$ (42)	$ (252)

SEGMENT INFORMATION - Net Sa148

SEGMENT INFORMATION - Net Sales Outside the United States (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May. 03, 2015	Feb. 01, 2015	Nov. 02, 2014	Aug. 03, 2014	May. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Net sales
Net sales	$ 1,648	$ 2,012	$ 2,006	$ 1,722	$ 1,543	$ 1,914	$ 1,880	$ 1,633	$ 7,388	$ 6,970	$ 6,387
Foreign
Net sales
Net sales									$ 125	$ 130	$ 133

SEGMENT INFORMATION - Long-live

SEGMENT INFORMATION - Long-lived Assets Outside the United States (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015
Foreign
Long-lived assets
Long-lived assets	$ 6	$ 13

GUARANTOR SUBSIDIARIES - Genera

GUARANTOR SUBSIDIARIES - General Information (Details)	12 Months Ended
	Jan. 31, 2016
HDS (Debt Issuer)
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Period of notice to the applicable trustee to cause subsidiary guarantor to be released from subsidiary guarantee	30 days

GUARANTOR SUBSIDIARIES - CONDEN

GUARANTOR SUBSIDIARIES - CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May. 03, 2015	Feb. 01, 2015	Nov. 02, 2014	Aug. 03, 2014	May. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales	$ 1,648	$ 2,012	$ 2,006	$ 1,722	$ 1,543	$ 1,914	$ 1,880	$ 1,633	$ 7,388	$ 6,970	$ 6,387
Cost of sales									4,932	4,706	4,307
Gross Profit	551	666	665	574	507	615	611	531	2,456	2,264	2,080
Operating expenses:
Selling, general and administrative									1,599	1,510	1,443
Depreciation and amortization									111	181	204
Restructuring									10	6	6
Total operating expenses									1,720	1,697	1,653
Operating Income (Loss)									736	567	427
Interest expense									394	462	528
Loss on extinguishment & modification of debt			100						100	108	87
Other (income) expense, net									1	(3)	20
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									241	0	(208)
Provision (benefit) for income taxes									(1,085)	42	44
Income (Loss) from Continuing Operations	977	15	102	232	(102)	40	31	(11)	1,326	(42)	(252)
Income (loss) from discontinued operations, net of tax	(106)	235	7	10	9	20	17	(1)	146	45	34
Net Income (Loss)	$ 871	$ 250	$ 109	$ 242	$ (93)	$ 60	$ 48	$ (12)	1,472	3	(218)
Other comprehensive income (loss) - foreign currency translation adjustment									12	(13)	(13)
Total Comprehensive Income (Loss)									1,484	(10)	(231)
HDS (Debt Issuer)
Operating expenses:
Selling, general and administrative									73	61	61
Depreciation and amortization									15	17	16
Restructuring									3	1	3
Total operating expenses									91	79	80
Operating Income (Loss)									(91)	(79)	(80)
Interest expense									399	464	530
Interest (income)									(243)	(241)	(242)
Net (earnings) loss of equity affiliates									(354)	(410)	(331)
Loss on extinguishment & modification of debt									100	108	87
Other (income) expense, net									1	(3)	20
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									6	3	(144)
Provision (benefit) for income taxes									(1,349)	(3)	101
Income (Loss) from Continuing Operations									1,355	6	(245)
Income (loss) from discontinued operations, net of tax									117	(3)	27
Net Income (Loss)									1,472	3	(218)
Other comprehensive income (loss) - foreign currency translation adjustment									12	(13)	(13)
Total Comprehensive Income (Loss)									1,484	(10)	(231)
Subsidiaries Guarantor
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales									7,269	6,842	6,264
Cost of sales									4,868	4,635	4,240
Gross Profit									2,401	2,207	2,024
Operating expenses:
Selling, general and administrative									1,482	1,395	1,327
Depreciation and amortization									95	163	186
Restructuring									7	5	3
Total operating expenses									1,584	1,563	1,516
Operating Income (Loss)									817	644	508
Interest expense									243	242	243
Interest (income)									(6)	(4)	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									580	406	268
Provision (benefit) for income taxes									260	45	(57)
Income (Loss) from Continuing Operations									320	361	325
Income (loss) from discontinued operations, net of tax									21	43	(10)
Net Income (Loss)									341	404	315
Total Comprehensive Income (Loss)									341	404	315
Non-Guarantor Subsidiaries
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales									121	130	125
Cost of sales									65	72	68
Gross Profit									56	58	57
Operating expenses:
Selling, general and administrative									45	55	56
Depreciation and amortization									1	1	2
Total operating expenses									46	56	58
Operating Income (Loss)									10	2	(1)
Interest expense									1	1
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									9	1	(1)
Provision (benefit) for income taxes									4
Income (Loss) from Continuing Operations									5	1	(1)
Income (loss) from discontinued operations, net of tax									8	5	17
Net Income (Loss)									13	6	16
Other comprehensive income (loss) - foreign currency translation adjustment									12	(13)	(13)
Total Comprehensive Income (Loss)									25	(7)	3
HD Supply, Inc. (Total HDS)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales									7,388	6,970	6,387
Cost of sales									4,932	4,706	4,307
Gross Profit									2,456	2,264	2,080
Operating expenses:
Selling, general and administrative									1,599	1,510	1,443
Depreciation and amortization									111	181	204
Restructuring									10	6	6
Total operating expenses									1,720	1,697	1,653
Operating Income (Loss)									736	567	427
Interest expense									394	462	528
Loss on extinguishment & modification of debt									100	108	87
Other (income) expense, net									1	(3)	20
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									241	0	(208)
Provision (benefit) for income taxes									(1,085)	42	44
Income (Loss) from Continuing Operations									1,326	(42)	(252)
Income (loss) from discontinued operations, net of tax									146	45	34
Net Income (Loss)									1,472	3	(218)
Other comprehensive income (loss) - foreign currency translation adjustment									12	(13)	(13)
Total Comprehensive Income (Loss)									1,484	(10)	(231)
Holdings
Operating expenses:
Net (earnings) loss of equity affiliates									(1,472)	(3)	218
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									1,472	3	(218)
Income (Loss) from Continuing Operations									1,472	3	(218)
Net Income (Loss)									1,472	3	(218)
Other comprehensive income (loss) - foreign currency translation adjustment									12	(13)	(13)
Total Comprehensive Income (Loss)									1,484	(10)	(231)
Eliminations
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales									(2)	(2)	(2)
Cost of sales									(1)	(1)	(1)
Gross Profit									(1)	(1)	(1)
Operating expenses:
Selling, general and administrative									(1)	(1)	(1)
Total operating expenses									(1)	(1)	(1)
Interest expense									(249)	(245)	(245)
Interest (income)									249	245	245
Net (earnings) loss of equity affiliates									354	410	331
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									(354)	(410)	(331)
Income (Loss) from Continuing Operations									(354)	(410)	(331)
Net Income (Loss)									(354)	(410)	(331)
Other comprehensive income (loss) - foreign currency translation adjustment									(12)	13	13
Total Comprehensive Income (Loss)									$ (366)	$ (397)	$ (318)

GUARANTOR SUBSIDIARIES - CON152

GUARANTOR SUBSIDIARIES - CONDENSED CONSOLIDATING BALANCE SHEETS (Details) - USD ($) $ in Millions	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014	Feb. 03, 2013
Current assets:
Cash and cash equivalents	$ 269	$ 85	$ 115	$ 141
Receivables, net	903	868
Inventories	781	784
Deferred tax asset		9
Current assets of discontinued operations		509
Other current assets	30	43
Total current assets	1,983	2,298
Property and equipment, net	326	340
Goodwill	2,869	2,869
Intangible assets, net	130	145
Deferred tax asset	685	1
Non-current assets of discontinued operations		295
Other assets	23	29
Total assets	6,016	5,977	6,227
Current liabilities:
Accounts payable	508	510
Accrued compensation and benefits	145	144
Current installments of long-term debt	9	34
Current liabilities of discontinued operations		217
Other current liabilities	209	230
Total current liabilities	871	1,135
Long-term debt, excluding current installments	4,302	5,140
Deferred tax liabilities		166
Other liabilities	99	296
Total liabilities	5,272	6,737
Stockholder's equity (deficit)	744	(760)	(764)	(1,591)
Total liabilities and stockholders' equity (deficit)	6,016	5,977
Eliminations
Current assets:
Deferred tax asset		(59)
Total current assets		(59)
Deferred tax asset	(76)	(8)
Investment in subsidiaries	(2,623)	(3,216)
Intercompany notes receivable	(2,819)	(2,802)
Total assets	(5,518)	(6,085)
Current liabilities:
Deferred tax liabilities		(59)
Total current liabilities		(59)
Deferred tax liabilities	(76)	(8)
Intercompany notes payable	(2,819)	(2,802)
Total liabilities	(2,895)	(2,869)
Stockholder's equity (deficit)	(2,623)	(3,216)
Total liabilities and stockholders' equity (deficit)	(5,518)	(6,085)
HDS (Debt Issuer)
Current assets:
Cash and cash equivalents	233	28	53	91
Receivables, net	5	1
Other current assets	9	12
Total current assets	247	41
Property and equipment, net	55	55
Deferred tax asset	759	8
Investment in subsidiaries	2,623	3,216
Intercompany notes receivable	2,192	2,191
Other assets	20	26
Total assets	5,896	5,537
Current liabilities:
Accounts payable	12	14
Accrued compensation and benefits	38	50
Current installments of long-term debt	9	34
Deferred tax liabilities		59
Other current liabilities	93	124
Total current liabilities	152	281
Long-term debt, excluding current installments	4,302	5,140
Intercompany notes payable	627	611
Other liabilities	73	265
Total liabilities	5,154	6,297
Stockholder's equity (deficit)	742	(760)
Total liabilities and stockholders' equity (deficit)	5,896	5,537
Subsidiaries Guarantor
Current assets:
Cash and cash equivalents	18	25	17	15
Receivables, net	883	850
Inventories	764	768
Deferred tax asset		66
Current assets of discontinued operations		455
Other current assets	20	29
Total current assets	1,685	2,193
Property and equipment, net	269	283
Goodwill	2,869	2,868
Intangible assets, net	128	143
Non-current assets of discontinued operations		288
Intercompany notes receivable	627	611
Other assets	3	3
Total assets	5,581	6,389
Current liabilities:
Accounts payable	487	488
Accrued compensation and benefits	104	90
Current liabilities of discontinued operations		197
Other current liabilities	108	97
Total current liabilities	699	872
Deferred tax liabilities	76	174
Intercompany notes payable	2,192	2,191
Other liabilities	23	26
Total liabilities	2,990	3,263
Stockholder's equity (deficit)	2,591	3,126
Total liabilities and stockholders' equity (deficit)	5,581	6,389
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	15	32	41	35
Receivables, net	15	17
Inventories	17	16
Deferred tax asset		2
Current assets of discontinued operations		54
Other current assets	1	2
Total current assets	48	123
Property and equipment, net	2	2
Goodwill		1
Intangible assets, net	2	2
Deferred tax asset	2	1
Non-current assets of discontinued operations		7
Total assets	54	136
Current liabilities:
Accounts payable	9	8
Accrued compensation and benefits	3	4
Current liabilities of discontinued operations		20
Other current liabilities	7	9
Total current liabilities	19	41
Other liabilities	3	5
Total liabilities	22	46
Stockholder's equity (deficit)	32	90
Total liabilities and stockholders' equity (deficit)	54	136
HD Supply, Inc. (Total HDS)
Current assets:
Cash and cash equivalents	266	85	111	141
Receivables, net	903	868
Inventories	781	784
Deferred tax asset		9
Current assets of discontinued operations		509
Other current assets	30	43
Total current assets	1,980	2,298
Property and equipment, net	326	340
Goodwill	2,869	2,869
Intangible assets, net	130	145
Deferred tax asset	685	1
Non-current assets of discontinued operations		295
Other assets	23	29
Total assets	6,013	5,977
Current liabilities:
Accounts payable	508	510
Accrued compensation and benefits	145	144
Current installments of long-term debt	9	34
Current liabilities of discontinued operations		217
Other current liabilities	208	230
Total current liabilities	870	1,135
Long-term debt, excluding current installments	4,302	5,140
Deferred tax liabilities		166
Other liabilities	99	296
Total liabilities	5,271	6,737
Stockholder's equity (deficit)	742	(760)	(768)	$ (1,591)
Total liabilities and stockholders' equity (deficit)	6,013	5,977
Holdings
Current assets:
Cash and cash equivalents	3		$ 4
Total current assets	3
Investment in subsidiaries	742	(760)
Total assets	745	(760)
Current liabilities:
Stockholder's equity (deficit)	745	(760)
Total liabilities and stockholders' equity (deficit)	$ 745	$ (760)

GUARANTOR SUBSIDIARIES - CON153

GUARANTOR SUBSIDIARIES - CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	$ 422	$ 295	$ (367)
Cash flows from investing activities
Capital expenditures	(86)	(119)	(131)
Proceeds from sales of property and equipment	3	5	8
Proceeds from sales of businesses	809	198	4
Settlements for businesses acquired, net of cash acquired			3
Proceeds from sale of investments			936
Net cash provided by (used in) investing activities	726	84	820
Cash flows from financing activities
Proceeds from sale of common stock in initial public offering, net of transaction fees			1,039
Proceeds from stock options exercised	74	48	4
Purchase of treasury shares	(71)	(52)
Borrowings of long-term debt	287	1,270	79
Repayments of long-term debt	(1,152)	(1,385)	(1,624)
Borrowings on long-term revolver	784	878	858
Repayments on long-term revolver debt	(880)	(1,142)	(798)
Debt issuance and modification costs	(6)	(21)	(34)
Other financing activities	2		2
Net cash provided by (used in) financing activities	(962)	(404)	(474)
Effect of exchange rates on cash	(2)	(5)	(5)
Increase (decrease) in cash and cash equivalents	184	(30)	(26)
Cash and cash equivalents at beginning of period	85	115	141
Cash and cash equivalents at end of period	269	85	115
Eliminations
Cash flows from investing activities
(Investments in) return of capital of equity affiliates	(34)	(27)	(2)
Proceeds from (payments of) intercompany notes	16	(25)	(30)
Net cash provided by (used in) investing activities	(18)	(52)	(32)
Cash flows from financing activities
Equity contribution (return of capital)	34	27	2
Borrowings from (repayments to) intercompany notes	(16)	25	30
Net cash provided by (used in) financing activities	18	52	32
HDS (Debt Issuer)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	329	191	(452)
Cash flows from investing activities
Capital expenditures	(18)	(17)	(20)
Proceeds from sales of property and equipment		1
Proceeds from sales of businesses	809	198	4
Proceeds from sale of investments			936
(Investments in) return of capital of equity affiliates	34	27	2
Net cash provided by (used in) investing activities	825	209	922
Cash flows from financing activities
Equity contribution (return of capital)			1,039
Borrowings from (repayments to) intercompany notes	16	(25)	(30)
Borrowings of long-term debt	287	1,270	79
Repayments of long-term debt	(1,152)	(1,385)	(1,624)
Borrowings on long-term revolver	784	878	858
Repayments on long-term revolver debt	(880)	(1,142)	(798)
Debt issuance and modification costs	(6)	(21)	(34)
Other financing activities	2		2
Net cash provided by (used in) financing activities	(949)	(425)	(508)
Increase (decrease) in cash and cash equivalents	205	(25)	(38)
Cash and cash equivalents at beginning of period	28	53	91
Cash and cash equivalents at end of period	233	28	53
Subsidiaries Guarantor
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	75	81	72
Cash flows from investing activities
Capital expenditures	(67)	(102)	(109)
Proceeds from sales of property and equipment	3	4	8
Settlements for businesses acquired, net of cash acquired			3
Proceeds from (payments of) intercompany notes	(16)	25	30
Net cash provided by (used in) investing activities	(80)	(73)	(68)
Cash flows from financing activities
Equity contribution (return of capital)	(2)		(2)
Net cash provided by (used in) financing activities	(2)		(2)
Increase (decrease) in cash and cash equivalents	(7)	8	2
Cash and cash equivalents at beginning of period	25	17	15
Cash and cash equivalents at end of period	18	25	17
Non-Guarantor Subsidiaries
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	18	23	13
Cash flows from investing activities
Capital expenditures	(1)		(2)
Net cash provided by (used in) investing activities	(1)		(2)
Cash flows from financing activities
Equity contribution (return of capital)	(32)	(27)
Net cash provided by (used in) financing activities	(32)	(27)
Effect of exchange rates on cash	(2)	(5)	(5)
Increase (decrease) in cash and cash equivalents	(17)	(9)	6
Cash and cash equivalents at beginning of period	32	41	35
Cash and cash equivalents at end of period	15	32	41
HD Supply, Inc. (Total HDS)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	422	295	(367)
Cash flows from investing activities
Capital expenditures	(86)	(119)	(131)
Proceeds from sales of property and equipment	3	5	8
Proceeds from sales of businesses	809	198	4
Settlements for businesses acquired, net of cash acquired			3
Proceeds from sale of investments			936
Net cash provided by (used in) investing activities	726	84	820
Cash flows from financing activities
Equity contribution (return of capital)			1,039
Borrowings of long-term debt	287	1,270	79
Repayments of long-term debt	(1,152)	(1,385)	(1,624)
Borrowings on long-term revolver	784	878	858
Repayments on long-term revolver debt	(880)	(1,142)	(798)
Debt issuance and modification costs	(6)	(21)	(34)
Other financing activities	2		2
Net cash provided by (used in) financing activities	(965)	(400)	(478)
Effect of exchange rates on cash	(2)	(5)	(5)
Increase (decrease) in cash and cash equivalents	181	(26)	(30)
Cash and cash equivalents at beginning of period	85	111	141
Cash and cash equivalents at end of period	266	85	111
Holdings
Cash flows from investing activities
(Investments in) return of capital of equity affiliates			(1,039)
Net cash provided by (used in) investing activities			(1,039)
Cash flows from financing activities
Proceeds from sale of common stock in initial public offering, net of transaction fees			1,039
Proceeds from stock options exercised	74	48	4
Purchase of treasury shares	(71)	(52)
Net cash provided by (used in) financing activities	3	(4)	1,043
Increase (decrease) in cash and cash equivalents	3	(4)	4
Cash and cash equivalents at beginning of period		$ 4
Cash and cash equivalents at end of period	$ 3		$ 4

QUARTERLY FINANCIAL DATA (UN154

QUARTERLY FINANCIAL DATA (UNAUDITED) - Tabular Disclosure (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May. 03, 2015	Feb. 01, 2015	Nov. 02, 2014	Aug. 03, 2014	May. 04, 2014	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
QUARTERLY FINANCIAL DATA (UNAUDITED)
Net sales	$ 1,648	$ 2,012	$ 2,006	$ 1,722	$ 1,543	$ 1,914	$ 1,880	$ 1,633	$ 7,388	$ 6,970	$ 6,387
Gross Profit	551	666	665	574	507	615	611	531	2,456	2,264	2,080
Income (loss) from continuing operations	977	15	102	232	(102)	40	31	(11)	1,326	(42)	(252)
Income from discontinued operations, net of tax	(106)	235	7	10	9	20	17	(1)	146	45	34
Net income (loss)	$ 871	$ 250	$ 109	$ 242	$ (93)	$ 60	$ 48	$ (12)	$ 1,472	$ 3	$ (218)
Basic Earnings Per Share:
Income (Loss) from Continuing Operations, Per Basic Share	$ 4.93	$ 0.08	$ 0.52	$ 1.19	$ (0.52)	$ 0.21	$ 0.16	$ (0.06)	$ 6.73	$ (0.22)	$ (1.51)
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share	(0.53)	1.19	0.04	0.05	0.05	0.10	0.09	(0.01)	0.74	0.23	0.20
Net income (loss) (in dollars per share)	4.39	1.27	0.55	1.24	(0.48)	0.31	0.25	(0.06)	7.47	0.02	(1.31)
Diluted Earnings Per Share:
Income (Loss) from Continuing Operations (in dollars per share)	4.86	0.07	0.51	1.16	(0.52)	0.20	0.15	(0.06)	6.59	(0.22)	(1.51)
Income (Loss) from Discontinued Operations (in dollars per share)	(0.53)	1.17	0.03	0.05	0.05	0.10	0.08	(0.01)	0.73	0.23	0.20
Net income (loss) (in dollars per share)	$ 4.33	$ 1.24	$ 0.54	$ 1.21	$ (0.48)	$ 0.30	$ 0.24	$ (0.06)	$ 7.31	$ 0.02	$ (1.31)

QUARTERLY FINANCIAL DATA (UN155

QUARTERLY FINANCIAL DATA (UNAUDITED) - Tax Settlement with IRS (Details) $ in Millions	3 Months Ended
	May. 03, 2015USD ($)
QUARTERLY FINANCIAL DATA (UNAUDITED)
Income tax benefit	$ 189

QUARTERLY FINANCIAL DATA (UN156

QUARTERLY FINANCIAL DATA (UNAUDITED) - Extinguishment of Debt (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Aug. 02, 2015	Feb. 01, 2015	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
QUARTERLY FINANCIAL DATA (UNAUDITED)
Loss on extinguishment & modification of debt	$ 100		$ 100	$ 108	$ 87
Loss on extinguishment of debt		$ 106
Tax impact related to losses on extinguishment of debt			$ 0

QUARTERLY FINANCIAL DATA (UN157

QUARTERLY FINANCIAL DATA (UNAUDITED) - U.S. Deferred Tax Assets Valuation Allowance (Details) $ in Millions	3 Months Ended
	Jan. 31, 2016USD ($)
U.S.
Valuation allowance
Change in valuation allowance, benefit	$ 1,007

SCHEDULE II - VALUATION AND 158

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS - Accounts Receivable Allowance for Doubtful Accounts (Details) - Accounts Receivable Allowance for Doubtful Accounts - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Beginning of Period	$ 16	$ 18	$ 23
Acquisition or Disposition of Business Adjustment	(1)		(1)
Charges to Expense / (Income)	7	6	4
Doubtful Accounts Written Off, Net	(8)	(8)	(8)
Balance at End of Period	$ 14	$ 16	$ 18

SCHEDULE II - VALUATION AND 159

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS - Deferred Tax Valuation Allowances (Details) - Deferred Tax Valuation Allowances - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Beginning of Period	$ 1,013	$ 996	$ 925
Charges to Expense (Benefit)	(1,007)	17	71
Balance at End of Period	$ 6	$ 1,013	$ 996