HD Supply 10-K 14 Mar 17 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Jan. 29, 2017	Mar. 10, 2017	Jul. 29, 2016
Document and Entity Information
Entity Registrant Name	HD Supply Holdings, Inc.
Entity Central Index Key	1,573,097
Document Type	10-K
Document Period End Date	Jan. 29, 2017
Amendment Flag	false
Current Fiscal Year End Date	--01-29
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 7,271,295,053
Entity Common Stock, Shares Outstanding		201,718,760
Document Fiscal Year Focus	2,017
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. 29, 2017	Oct. 30, 2016	Jul. 31, 2016	May 01, 2016	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales	$ 1,634	$ 2,008	$ 2,016	$ 1,781	$ 1,584	$ 1,942	$ 1,937	$ 1,660	$ 7,439	$ 7,123	$ 6,682
Cost of sales									4,907	4,734	4,487
Gross Profit	560	683	680	609	534	648	648	559	2,532	2,389	2,195
Operating expenses:
Selling, general and administrative									1,637	1,535	1,446
Depreciation and amortization									95	108	178
Restructuring									9	9	6
Total operating expenses									1,741	1,652	1,630
Operating Income									791	737	565
Interest expense									269	394	462
Loss on extinguishment & modification of debt							100		179	100	108
Other (income) expense, net										1	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									343	242	(2)
Provision (benefit) for income taxes									139	(1,084)	36
Income (Loss) from Continuing Operations	90	107	168	(22)	973	15	104	234	204	1,326	(38)
Income (Loss) from discontinued operations, net of tax		(4)	(4)		(102)	235	5	8	(8)	146	41
Net Income	$ 52	$ 60	$ 98	$ (14)	$ 871	$ 250	$ 109	$ 242	196	1,472	3
Other comprehensive income (loss)- foreign currency translation adjustment									1	12	(13)
Total Comprehensive Income (Loss)									$ 197	$ 1,484	$ (10)
Weighted Average Common Shares Outstanding (thousands)
Basic (in shares)									199,385	197,011	193,962
Diluted (in shares)									202,000	201,308	193,962
Basic Earnings Per Share:
Income (Loss) from Continuing Operations (in dollars per share)	$ 0.26	$ 0.32	$ 0.51	$ (0.07)	$ 4.91	$ 0.08	$ 0.53	$ 1.20	$ 1.02	$ 6.73	$ (0.20)
Income (Loss) from Discontinued Operations (in dollars per share)		(0.02)	(0.02)		(0.51)	1.19	0.03	0.04	(0.04)	0.74	0.21
Net Income (in dollars per share)	0.26	0.30	0.49	(0.07)	4.39	1.27	0.55	1.24	0.98	7.47	0.02
Diluted Earnings Per Share:
Income (Loss) from Continuing Operations (in dollars per share)	0.26	0.32	0.51	(0.07)	4.84	0.07	0.52	1.17	1.01	6.59	(0.20)
Income (Loss) from Discontinued Operations (in dollars per share)		(0.02)	(0.02)		(0.51)	1.17	0.02	0.04	(0.04)	0.73	0.21
Net Income (in dollars per share)	$ 0.26	$ 0.30	$ 0.49	$ (0.07)	$ 4.33	$ 1.24	$ 0.54	$ 1.21	$ 0.97	$ 7.31	$ 0.02

CONSOLIDATED BALANCE SHEETS (HD

CONSOLIDATED BALANCE SHEETS (HD Supply Holdings, Inc.) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Current assets:
Cash and cash equivalents	$ 75	$ 269
Receivables, less allowance for doubtful accounts of $13 and $13	904	872
Inventories	831	770
Current assets of discontinued operations		43
Other current assets	37	29
Total current assets	1,847	1,983
Property and equipment, net	303	310
Goodwill	2,869	2,869
Intangible assets, net	112	127
Deferred tax asset	556	685
Non-current assets of discontinued operations		20
Other assets	20	22
Total assets	5,707	6,016
Current liabilities:
Accounts payable	532	490
Accrued compensation and benefits	140	142
Current installments of long-term debt	14	9
Current liabilities of discontinued operations		30
Other current liabilities	157	200
Total current liabilities	843	871
Long-term debt, excluding current installments	3,798	4,302
Non-current liabilities of discontinued operations		1
Other liabilities	106	98
Total liabilities	4,747	5,272
Stockholders' equity:
Common stock, par value $0.01; 1 billion shares authorized; 201.4 million and 200.1 million shares issued and outstanding at January 29, 2017 and January 31, 2016, respectively	2	2
Paid-in capital	3,962	3,909
Accumulated deficit	(2,969)	(3,150)
Accumulated other comprehensive loss	(15)	(16)
Treasury stock, at cost, 0.6 million and 0.06 million shares at January 29, 2017 and January 31, 2016, respectively	(20)	(1)
Total stockholders' equity	960	744
Total liabilities and stockholders' equity	$ 5,707	$ 6,016

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (HD Supply Holdings, Inc.) - USD ($) shares in Thousands, $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Receivables
Receivables, allowance for doubtful accounts (in dollars)	$ 13	$ 13
Common stock
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	201,400	200,100
Common stock, shares outstanding	201,400	200,100
Treasury stock
Treasury stock, shares	600	60

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. 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					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					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	[2]		$ 82		(82)
Share retirement (in shares)	[2]	(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)
Increase (decrease) in stockholders' equity (deficit)
Net income					196			196
Other comprehensive income (loss):
Foreign currency translation adjustment						1		1
Purchase of common stock			$ (33)					(33)
Purchase of common stock (in shares)			(953)
Shares issued under employee benefit plans				33				33
Shares issued under employee benefit plans (in shares)		2,232
Share retirement	[2]		$ 14		(14)
Share retirement (in shares)	[2]	(450)	450
Stock-based compensation				20				20
Other					(1)			(1)
Balance at Jan. 29, 2017		$ 2	$ (20)	$ 3,962	$ (2,969)	$ (15)		$ 960
Balance (in shares) at Jan. 29, 2017		201,954	(561)
[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. 29, 2017	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	$ 0.01

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (HD Supply Holdings, Inc.) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 196	$ 1,472	$ 3
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation and amortization	102	134	226
Provision for uncollectibles	6	8	7
Non-cash interest expense	17	23	25
Payment of discounts upon extinguishment of debt	(7)	(12)	(1)
Loss on extinguishment & modification of debt	179	100	108
(Gain) loss on sales of businesses, net	6	(186)	(8)
Stock-based compensation expense	20	16	17
Deferred income taxes	129	(839)	55
Other	(11)	(4)
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:
(Increase) decrease in receivables	(38)	(63)	(90)
(Increase) decrease in inventories	(62)	(38)	(71)
(Increase) decrease in other current assets	3	11	18
(Increase) decrease in other assets	(2)
Increase (decrease) in accounts payable and accrued liabilities	(16)	(14)	1
Increase (decrease) in other long-term liabilities	(9)	(186)	5
Net cash provided by (used in) operating activities	513	422	295
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(81)	(86)	(119)
Proceeds from sales of property and equipment	32	3	5
Proceeds from sales of businesses, net	28	809	198
Net cash provided by (used in) investing activities	(21)	726	84
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under employee benefit plans	33	74	48
Purchase of treasury shares	(34)	(71)	(52)
Borrowings of long-term debt	1,547	287	1,270
Repayments of long-term debt	(2,631)	(1,152)	(1,385)
Borrowings on long-term revolver debt	689	784	878
Repayments on long-term revolver debt	(269)	(880)	(1,142)
Debt issuance and modification costs	(19)	(6)	(21)
Other financing activities	(3)	2
Net cash provided by (used in) financing activities	(687)	(962)	(404)
Effect of exchange rates on cash and cash equivalents	1	(2)	(5)
Increase (decrease) in cash and cash equivalents	(194)	184	(30)
Cash and cash equivalents at beginning of period	269	85	115
Cash and cash equivalents at end of period	$ 75	$ 269	$ 85

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. 29, 2017	Oct. 30, 2016	Jul. 31, 2016	May 01, 2016	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales	$ 1,634	$ 2,008	$ 2,016	$ 1,781	$ 1,584	$ 1,942	$ 1,937	$ 1,660	$ 7,439	$ 7,123	$ 6,682
Cost of sales									4,907	4,734	4,487
Gross Profit	560	683	680	609	534	648	648	559	2,532	2,389	2,195
Operating expenses:
Selling, general and administrative									1,637	1,535	1,446
Depreciation and amortization									95	108	178
Restructuring									9	9	6
Total operating expenses									1,741	1,652	1,630
Operating Income									791	737	565
Interest expense									269	394	462
Loss on extinguishment & modification of debt							100		179	100	108
Other (income) expense, net										1	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									343	242	(2)
Provision (benefit) for income taxes									139	(1,084)	36
Income (Loss) from Continuing Operations	90	107	168	(22)	973	15	104	234	204	1,326	(38)
Income (Loss) from discontinued operations, net of tax		(4)	(4)		(102)	235	5	8	(8)	146	41
Net Income	$ 52	$ 60	$ 98	$ (14)	$ 871	$ 250	$ 109	$ 242	196	1,472	3
Other comprehensive income (loss)- foreign currency translation adjustment									1	12	(13)
Total Comprehensive Income (Loss)									197	1,484	(10)
HD Supply, Inc. (Total HDS)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales									7,439	7,123	6,682
Cost of sales									4,907	4,734	4,487
Gross Profit									2,532	2,389	2,195
Operating expenses:
Selling, general and administrative									1,637	1,535	1,446
Depreciation and amortization									95	108	178
Restructuring									9	9	6
Total operating expenses									1,741	1,652	1,630
Operating Income									791	737	565
Interest expense									269	394	462
Loss on extinguishment & modification of debt									179	100	108
Other (income) expense, net										1	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									343	242	(2)
Provision (benefit) for income taxes									139	(1,084)	36
Income (Loss) from Continuing Operations									204	1,326	(38)
Income (Loss) from discontinued operations, net of tax									(8)	146	41
Net Income									196	1,472	3
Other comprehensive income (loss)- foreign currency translation adjustment									1	12	(13)
Total Comprehensive Income (Loss)									$ 197	$ 1,484	$ (10)

CONSOLIDATED BALANCE SHEETS (H9

CONSOLIDATED BALANCE SHEETS (HD Supply, Inc.) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Current assets:
Cash and cash equivalents	$ 75	$ 269
Receivables, less allowance for doubtful accounts of $13 and $13	904	872
Inventories	831	770
Current assets of discontinued operations		43
Other current assets	37	29
Total current assets	1,847	1,983
Property and equipment, net	303	310
Goodwill	2,869	2,869
Intangible assets, net	112	127
Deferred tax asset	556	685
Non-current assets of discontinued operations		20
Other assets	20	22
Total assets	5,707	6,016
Current liabilities:
Accounts payable	532	490
Accrued compensation and benefits	140	142
Current installments of long-term debt	14	9
Current liabilities of discontinued operations		30
Other current liabilities	157	200
Total current liabilities	843	871
Long-term debt, excluding current installments	3,798	4,302
Non-current liabilities of discontinued operations		1
Other liabilities	106	98
Total liabilities	4,747	5,272
Stockholders' equity:
Common stock, par value $0.01; authorized 1,000 shares; issued and outstanding 1,000 shares at January 29, 2017 and January 31, 2016	2	2
Paid-in capital	3,962	3,909
Accumulated deficit	(2,969)	(3,150)
Accumulated other comprehensive loss	(15)	(16)
Total stockholders' equity	960	744
Total liabilities and stockholders' equity	5,707	6,016
HD Supply, Inc. (Total HDS)
Current assets:
Cash and cash equivalents	73	266
Receivables, less allowance for doubtful accounts of $13 and $13	904	872
Inventories	831	770
Current assets of discontinued operations		43
Other current assets	37	29
Total current assets	1,845	1,980
Property and equipment, net	303	310
Goodwill	2,869	2,869
Intangible assets, net	112	127
Deferred tax asset	556	685
Non-current assets of discontinued operations		20
Other assets	20	22
Total assets	5,705	6,013
Current liabilities:
Accounts payable	532	490
Accrued compensation and benefits	140	142
Current installments of long-term debt	14	9
Current liabilities of discontinued operations		30
Other current liabilities	157	199
Total current liabilities	843	870
Long-term debt, excluding current installments	3,798	4,302
Non-current liabilities of discontinued operations		1
Other liabilities	106	98
Total liabilities	4,747	5,271
Stockholders' equity:
Paid-in capital	3,806	3,786
Accumulated deficit	(2,833)	(3,028)
Accumulated other comprehensive loss	(15)	(16)
Total stockholders' equity	958	742
Total liabilities and stockholders' equity	$ 5,705	$ 6,013

CONSOLIDATED BALANCE SHEETS (10

CONSOLIDATED BALANCE SHEETS (Parenthetical) (HD Supply, Inc.) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Receivables
Receivables, allowance for doubtful accounts (in dollars)	$ 13	$ 13
Common stock
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	201,400,000	200,100,000
Common stock, shares outstanding	201,400,000	200,100,000
HD Supply, Inc. (Total HDS)
Receivables
Receivables, allowance for doubtful accounts (in dollars)	$ 13	$ 13
Common stock
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. 02, 2014	$ 3,750	$ (4,503)	$ (15)		$ (768)	$ 2	$ 3,752	$ (4,503)	$ (15)		$ (764)
Increase (decrease) in stockholders' equity (deficit)
Net income		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		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
Increase (decrease) in stockholders' equity (deficit)
Net income		196			196			196			196
Other comprehensive income (loss):
Foreign currency translation adjustment			1		1				1		1
Stock-based compensation	20				20		20				20
Other		(1)			(1)			(1)			(1)
Balance at Jan. 29, 2017	$ 3,806	$ (2,833)	$ (15)		$ 958	$ 2	$ 3,962	$ (2,969)	$ (15)		$ 960
[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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 196	$ 1,472	$ 3
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation and amortization	102	134	226
Provision for uncollectibles	6	8	7
Non-cash interest expense	17	23	25
Payment of discounts upon extinguishment of debt	(7)	(12)	(1)
Loss on extinguishment & modification of debt	179	100	108
(Gain) loss on sales of businesses, net	6	(186)	(8)
Stock-based compensation expense	20	16	17
Deferred income taxes	129	(839)	55
Other	(11)	(4)
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:
(Increase) decrease in receivables	(38)	(63)	(90)
(Increase) decrease in inventories	(62)	(38)	(71)
(Increase) decrease in other current assets	3	11	18
(Increase) decrease in other assets	(2)
Increase (decrease) in accounts payable and accrued liabilities	(16)	(14)	1
Increase (decrease) in other long-term liabilities	(9)	(186)	5
Net cash provided by (used in) operating activities	513	422	295
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(81)	(86)	(119)
Proceeds from sales of property and equipment	32	3	5
Proceeds from sales of businesses, net	28	809	198
Net cash provided by (used in) investing activities	(21)	726	84
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	1,547	287	1,270
Repayments of long-term debt	(2,631)	(1,152)	(1,385)
Borrowings on long-term revolver debt	689	784	878
Repayments on long-term revolver debt	(269)	(880)	(1,142)
Debt issuance and modification costs	(19)	(6)	(21)
Other financing activities	(3)	2
Net cash provided by (used in) financing activities	(687)	(962)	(404)
Effect of exchange rates on cash and cash equivalents	1	(2)	(5)
Increase (decrease) in cash and cash equivalents	(194)	184	(30)
Cash and cash equivalents at beginning of period	269	85	115
Cash and cash equivalents at end of period	75	269	85
HD Supply, Inc. (Total HDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	196	1,472	3
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation and amortization	102	134	226
Provision for uncollectibles	6	8	7
Non-cash interest expense	17	23	25
Payment of discounts upon extinguishment of debt	(7)	(12)	(1)
Loss on extinguishment & modification of debt	179	100	108
(Gain) loss on sales of businesses, net	6	(186)	(8)
Stock-based compensation expense	20	16	17
Deferred income taxes	129	(839)	55
Other	(11)	(4)
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:
(Increase) decrease in receivables	(38)	(63)	(90)
(Increase) decrease in inventories	(62)	(38)	(71)
(Increase) decrease in other current assets	3	11	18
(Increase) decrease in other assets	(2)
Increase (decrease) in accounts payable and accrued liabilities	(16)	(14)	1
Increase (decrease) in other long-term liabilities	(9)	(186)	5
Net cash provided by (used in) operating activities	513	422	295
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(81)	(86)	(119)
Proceeds from sales of property and equipment	32	3	5
Proceeds from sales of businesses, net	28	809	198
Net cash provided by (used in) investing activities	(21)	726	84
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	1,547	287	1,270
Repayments of long-term debt	(2,631)	(1,152)	(1,385)
Borrowings on long-term revolver debt	689	784	878
Repayments on long-term revolver debt	(269)	(880)	(1,142)
Debt issuance and modification costs	(19)	(6)	(21)
Other financing activities	(3)	2
Net cash provided by (used in) financing activities	(686)	(965)	(400)
Effect of exchange rates on cash and cash equivalents	1	(2)	(5)
Increase (decrease) in cash and cash equivalents	(193)	181	(26)
Cash and cash equivalents at beginning of period	266	85	111
Cash and cash equivalents at end of period	$ 73	$ 266	$ 85

NATURE OF BUSINESS AND SUMMARY

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jan. 29, 2017
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 500 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 530,000 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 845,000 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. In addition, the consolidated financial statements include Corporate, which is comprised of enterprise-wide functional departments. 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 29, 2017 ("fiscal 2016"), fiscal year ended January 31, 2016 ("fiscal 2015"), and fiscal year ended February 1, 2015 ("fiscal 2014") 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 29, 2017 and January 31, 2016, vendor rebates due to HD Supply were $89 million and $76 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 2 - 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 29, 2017 and January 31, 2016, capitalized software costs totaled $34 million and $40 million, respectively, net of accumulated amortization of $210 million and $186 million, respectively. Amortization of capitalized software costs totaled $27 million, $38 million, and $39 million, in fiscal 2016, fiscal 2015, and fiscal 2014, 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. The Company determines the fair values of its identified reporting units 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 2016, fiscal 2015, or fiscal 2014. 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 29, 2017 and January 31, 2016, reserves totaled approximately $79 million and $84 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 6, 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 $33 million, $30 million, and $23 million in fiscal 2016, fiscal 2015 and fiscal 2014, 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 $109 million, $99 million, and $98 million in fiscal 2016, fiscal 2015, and fiscal 2014, 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 $34 million, $35 million, and $32 million in fiscal 2016, fiscal 2015, and fiscal 2014, 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 The HD Supply Holdings, Inc. 2013 Omnibus Incentive 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). Recent Accounting Pronouncements Goodwill —In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). The new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The amendments in this update should be applied on a prospective basis. The adoption of ASU 2017-04 is not expected to have a material impact on the Company's financial position, results of operations or cash flows. Statement of Cash Flows —In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. On a prospective basis, the ASU will only impact the Company to the extent it has restricted cash. Income Taxes —In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740): Intra-entity Transfers of Assets Other than Inventory" ("ASU 2016-16"). The new guidance is intended to improve the accounting for intra-entity transfers of assets other than inventory by requiring recognition of income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs. ASU 2016-16 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of adopting ASU 2016-16. Statement of Cash Flows —In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"). The new guidance is intended to reduce diversity in practice related to certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company's financial position, results of operations or cash flows. Stock Compensation —In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). The new guidance identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities as well as certain classifications on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. The Company adopted the guidance from this amendment on January 30, 2017 (the first day of fiscal 2017) recording a $56 million cumulative-effect adjustment to retained earnings in order to recognize a deferred tax asset on the excess deduction for stock option exercises over the expense recorded for book purposes. On an ongoing basis, the impact to the Company will be through a credit to charge the tax provision reflecting the difference between the amount deductible for tax purposes and the amount expensed for book purposes as options are exercised. Leases —In February 2016, the FASB issued 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. 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, results of operations or cash flows. Going Concern —In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 2014-15"). The amendments in the Update provide guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from when the financial statements are issued. The amendments in ASU 2014-15 are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The Company adopted the guidance from the amendment in the fourth quarter of fiscal 2016. The adoption did not result in any impact on the Company's financial position, results of operations or cash flows. Revenue recognition —In May 2014, the FASB issued ASU No. 2014-09, "Revenue from contracts with customers" ("ASU 2014-09"), amended by ASU 2016-10, "Revenue from contracts with customers (Topic 606): Identifying Performance Obligations and Licensing," ASU 2016-12, "Revenue from contracts with customers (Topic 606): Narrow-Scope Improvements and Practical Expedients," and ASU 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers." 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." The update requires significant additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgements. 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 has performed a review of the new revenue standard and is monitoring the activity of the FASB and the transition resource group as it relates to specific interpretative guidance. The Company is reviewing customer contracts and is in the process of applying the five-step model of the new standard to each contract category identified and will compare the results to current accounting practice. The Company plans to adopt ASU 2014-09, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard on January 29, 2018 (the first day of fiscal 2018). The Company has not yet determined whether it will adopt the provisions of ASU 2014-09 on a retrospective basis or through a cumulative adjustment to equity. The new standard could change the amount and timing of revenue and costs under certain arrangement types and could increase the administrative burden on Company operations to properly account for customer contracts and provide the more expansive required disclosures. The Company is currently evaluating the impact of adopting ASU 2014-09, but has not yet determined what effect, if any, the new guidance will have on its financial position, results of operations or cash flows.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	12 Months Ended
	Jan. 29, 2017
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS	NOTE 2—DISCONTINUED OPERATIONS In May 2016, the Company completed the sale of its Interior Solutions business. Including the final working capital settlement in September 2016, the Company received cash proceeds of approximately $26 million, net of $2 million of transaction costs. As a result of the sale, the Company recorded a $10 million pre-tax loss. In October 2015, the Company completed the sale of its Power Solutions business. Including the final working capital settlement in May 2016, the Company received cash proceeds of approximately $812 million, net of $16 million of transaction costs. As a result of the sale, the Company recorded a $189 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 initiated the disposal of Litemor, a specialty lighting distributor within the Company's HD Supply Canada business. During fiscal 2014, the Company completed the disposal 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 Interior Solutions, 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 29, January 31, February 1, Net sales $ $ $ Cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit Operating expenses: Selling, general and administrative Depreciation and amortization Restructuring — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses Operating Income (Loss) ) (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 29, 2017 and January 31, 2016, 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 29, January 31, Current assets: Receivables, less allowance for doubtful accounts of $—and $1 $ — $ Inventories — ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets, net — Other non-current assets — ​ ​ ​ ​ ​ ​ ​ ​ Total assets of discontinued operations $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Liabilities: Accounts payable $ — $ Accrued compensation and benefits — Other current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Other non-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 29, January 31, February 1, Net cash flows provided by (used in) operating activities $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: Capital expenditures — ) ) Proceeds from sales of businesses, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows provided by (used in) investing activities $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

RELATED PARTIES

RELATED PARTIES	12 Months Ended
	Jan. 29, 2017
RELATED PARTIES
RELATED PARTIES	NOTE 3—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. 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 in fiscal 2014. 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, $4 million, and $3 million in fiscal 2016, fiscal 2015, and fiscal 2014, 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. 29, 2017
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS	NOTE 4—GOODWILL AND INTANGIBLE ASSETS Goodwill The carrying amount of goodwill by reporting unit is as follows (amounts in millions): As of January 29, 2017 As of January 31, 2016 Gross Accumulated Net Gross Accumulated Net Facilities Maintenance $ $ — $ $ $ — $ Waterworks ) ) Construction & Industrial ) ) Home Improvement 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 2016 (as of October 30, 2016). There was no indication of impairment in any of the Company's reporting units in the fiscal 2016 annual test or in the fiscal 2015 and fiscal 2014 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. Intangible Assets HD Supply's intangible assets as of January 29, 2017 and January 31, 2016 consisted of the following (amounts in millions): As of January 29, 2017 As of January 31, 2016 Gross Accumulated Net Gross Accumulated Net Customer relationships $ $ ) $ $ $ ) $ Trade names ) ) Other ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During fiscal 2016, the Company wrote-off approximately $3 million of gross, fully amortized intangible assets. Amortization expense for continuing operations related to intangible assets was $14 million, $15 million, and $80 million, in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. Estimated future amortization expense for continuing operations for intangible assets recorded as of January 29, 2017 is $13 million each year for fiscal years 2017 through 2021.

DEBT

DEBT	12 Months Ended
	Jan. 29, 2017
DEBT
DEBT	NOTE 5—DEBT On January 26, 2017, HDS used cash and available borrowings under its Senior ABL Facility, to repay $200 million aggregate principal of its Term B-1 Loans, as defined below. As a result, the Company incurred a $5 million loss on extinguishment of debt, which includes write-offs of $2 million and $3 million of unamortized original issue discount and unamortized deferred financing costs, respectively, in accordance with ASC 470-50, "Debt—Modifications and Extinguishments." On October 14, 2016, HDS entered into a Fourth Amendment (the "Fourth Amendment") to the credit agreement governing its existing Term Loan Facility, as defined below. Pursuant to the Fourth Amendment, HDS amended its existing Term Loan Facility to, among other things, (i) eliminate its London Interbank Offered Rate ("LIBOR") floor by means of a replacement tranche that replaced all of the Company's outstanding term loans in an aggregate principal amount of approximately $842 million (the "Term B-1 Loans") and (ii) issue a new tranche of term loans in an aggregate principal amount of $550 million (the "Term B-2 Loans"). Pursuant to the Fourth Amendment, the Term B-1 Loans bear interest at the applicable margin for borrowings of 2.75% for LIBOR borrowings and 1.75% for base rate borrowings, with no LIBOR floor. The Term B-1 Loans amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the replaced tranche with the balance payable on the maturity date, August 13, 2021. The Term B-2 Loans bear interest at the applicable margin for borrowings of 2.75% for LIBOR borrowings and 1.75% for base rate borrowings, with no LIBOR floor. The Term Loan Facility allows for a reduction in the applicable margin on the Term B-2 Loans from 2.75% per annum to 2.50% per annum upon the Company reaching a consolidated total leverage ratio, as defined in the agreement, of 3.0x or less. The Term B-2 Loans will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount and will mature on October 17, 2023. On October 17, 2016, HDS used the proceeds from the Term B-2 Loans, together with available cash and available borrowings under its Senior ABL Facility, to redeem all of the outstanding $1,275 million aggregate principal of its 7.5% Senior Unsecured Notes due 2020 (the "February 2013 Senior Unsecured Notes"), and pay a $48 million premium in accordance with the terms of the indenture governing such notes. As a result, the Company incurred a $59 million loss on extinguishment of debt, which includes the $48 million premium and write-off of $11 million of unamortized deferred financing costs, in accordance with ASC 470-50, "Debt—Modifications and Extinguishments." On April 11, 2016, HDS issued $1,000 million of 5.75% Senior Unsecured Notes due 2024 (the "April 2016 Senior Unsecured Notes") at par. HDS received approximately $985 million, net of transaction fees. The transaction fees of $15 million are reflected as deferred financing costs on the Consolidated Balance Sheets and will be amortized into interest expense over the term of the notes. On April 27, 2016, HDS used the net proceeds from the April 2016 Senior Unsecured Notes issuance, together with available cash, to redeem all of the outstanding $1,000 million aggregate principal of its 11.5% Senior Unsecured Notes due 2020 (the "October 2012 Senior Unsecured Notes"), and pay a $106 million make-whole premium calculated in accordance with the terms of the indenture governing such notes and pay $4 million of accrued but unpaid interest to the redemption date. As a result, the Company incurred a $115 million loss on extinguishment of debt, which includes the $106 million make-whole premium and the write-off of $9 million of unamortized deferred financing costs, in accordance with ASC 470-50, "Debt—Modifications and Extinguishments." HDS's long-term debt as of January 29, 2017 and January 31, 2016 consisted of the following (dollars in millions): January 29, 2017 January 31, 2016 Outstanding Interest Outstanding Interest Senior ABL Facility due 2018 $ $ — — Term Loans due 2021 — — Term B-1 Loans due 2021 — — Term B-2 Loans due 2023 — — December 2014 First Priority Notes due 2021 April 2016 Senior Unsecured Notes due 2024 — — 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 29, 2017, HDS had $680 million of additional available borrowings under the Senior ABL Facility (after giving effect to the borrowing base limitations and approximately $30 million in letters of credit issued and including $26 million of borrowings available on qualifying cash balances). Of the approximately $421 million borrowed on the Senior ABL Facility as of January 29, 2017, approximately $61 million represents Canadian borrowings with the remainder in the U.S. 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 banker's acceptance ("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), 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 Term Loans in an original aggregate principal amount of $1,392 million, comprised of two tranches, Term B-1 Loans and Term B-2 Loans, with original aggregate principal amounts of $842 million and $550 million, respectively. Term B-1 Loans will mature on August 13, 2021 (the "Term B-1 Loans Maturity Date") and Term B-2 Loans will mature on October 17, 2023 (the "Term B-2 Loans Maturity Date"). Both Term B-1 Loans and Term B-2 Loans amortize in equal quarterly installments in aggregate principal amounts equal to 1.00% of the original principal amount of the Term Loans with the balances payable on their respective Maturity Dates. Both Term B-1 Loans and Term B-2 Loans bear interest at the applicable margin for borrowings of 2.75% for LIBOR borrowings and 1.75% for base rate borrowings. The Term Loan Facility allows for a reduction to the applicable margin on the Term B-2 Loans from 2.75% per annum to 2.50% per annum upon the Company reaching a consolidated total leverage ratio of 3.0x or less. In accordance with the Fourth Amendment, annual excess cash flow ("ECF") provisions are applicable beginning with the fiscal year ending on January 28, 2018 (fiscal 2017) and each fiscal year thereafter. The ECF provision is not applicable to fiscal 2016. During the first quarter of fiscal 2015 and in accordance with the annual ECF provisions of the Term Loan Facility prior to the Fourth Amendment, the Company offered a prepayment of $34 million based on the ECF calculation for fiscal 2014. The lenders of the Term Loan Facility accepted $16 million, which the Company paid on March 30, 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 Term B-1 Loans may be prepaid at any time without premium or penalty. Term B-2 Loans may be prepaid at any time during the first six months after October 14, 2016 subject to a prepayment penalty of 1% of the aggregate principal amount outstanding and may be prepaid at any time after the first six months after October 14, 2016 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. Secured Notes 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 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 % Unsecured Notes 5.75% Senior Unsecured Notes due 2024 HDS issued $1,000 aggregate principal amount of April 2016 Senior Unsecured Notes under an Indenture, dated as of April 11, 2016 ("April 2016 Senior Unsecured Notes Indenture") among HDS, certain subsidiaries of HDS as guarantors and the Trustee. The April 2016 Senior Unsecured Notes bear interest at a rate of 5.75% per annum and will mature on April 15, 2024. Interest is paid semi-annually on April 15 th and October 15 th of each year. The April 2016 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 indebtedness, including, without limitation, indebtedness under the Senior Credit Facilities and December 2014 First Priority Notes, to the extent of the value of the collateral securing each indebtedness. The April 2016 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 April 2016 Senior Unsecured Notes Indenture. Redemption HDS may redeem the April 2016 Senior Unsecured Notes, in whole or in part, at any time (1) prior to April 15, 2019, 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 April 2016 Senior Unsecured Notes Indenture and (2) on or after April 15, 2019, 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 April 15 of the year set forth below. Year Percentage 2019 % 2020 % 2021 % 2022 and thereafter % In addition, at any time prior to April 15, 2019, HDS may redeem on one or more occasions up to 40% of the aggregate principal amount of the April 2016 Senior Unsecured Notes with the proceeds of certain equity offerings at a redemption price of 105.75% of the principal amount in respect of the April 2016 Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to the redemption date, provided, however, that if the April 2016 Senior Unsecured Notes are redeemed, an aggregate principal amount of April 2016 Senior Unsecured Notes equal to at least 50% of the original aggregate principal amount of April 2016 Senior Unsecured Notes must remain outstanding immediately after each such redemption of April 2016 Senior Unsecured Notes. 11.5% Senior Unsecured Notes due 2020 HDS's October 2012 Senior Unsecured Notes bore interest at 11.5% per annum with a maturity date of July 15, 2020. Interest was paid semi-annually in arrears on April 15 th and October 15 th of each year, prior to the April 27, 2016 redemption of all the outstanding $1,000 million aggregate principal amount of the October 2012 Senior Unsecured Notes. 7.5% Senior Unsecured Notes due 2020 HDS's February 2013 Senior Unsecured Notes bore interest at 7.5% per annum with a maturity date of July 15, 2020. Interest was paid semi-annually in arrears on April 15 th and October 15 th of each year, prior to the redemption on October 17, 2016 of all the outstanding $1,275 million aggregate principal of the February 2013 Senior Unsecured Notes. December 2014 First Priority 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, HDS must offer to repurchase all of the December 2014 First Priority 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 December 2014 First Priority Indenture contains 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 December 2014 First Priority 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 December 2014 First Priority Indenture also provides 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 December 2014 First Priority Notes to be due and payable immediately. The December 2014 First Priority Indenture also provides for specified cross default and cross acceleration to other material indebtedness. Debt Maturities Maturities of long-term debt outstanding, in principal amounts, at January 29, 2017 are summarized below (amounts in millions): Fiscal Year 2017 2018 2019 2020 2021 Thereafter Total Principal maturities $ $ $ $ $ $ $ Fiscal 2015 and Fiscal 2014 Transactions 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 11% Senior Secured Second Priority Notes due 2020 (the "April 2012 Second Priority Notes") 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 above, pursuant to which HDS requested a borrowing of a new $850 million tranche of senior secured 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 above, 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." 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 8 1 / 8 % Senior Secured First Priority Notes due 2019 ("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%. 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 approxima

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Jan. 29, 2017
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 6—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 29, 2017 and January 31, 2016 (amounts in millions): As of January 29, 2017 As of January 31, 2016 Recorded Estimated Recorded Estimated 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. 29, 2017
INCOME TAXES
INCOME TAXES	NOTE 7—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 29, January 31, February 1, United States $ $ $ ) Foreign — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Provision (Benefit) for Income Taxes consisted of the following (amounts in millions): Fiscal Year Ended January 29, 2017 January 31, 2016 February 1, 2015 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 2016, fiscal 2015, and fiscal 2014 was approximately 40.5%, (447.9%), and not meaningful since pretax loss was minimal, 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 2016 effective rate was impacted by the geographical mix of where income was generated. The Company's fiscal 2015 effective rate 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 effective tax rate was significantly impacted by the recording of a valuation allowance on its net U.S. deferred tax assets. The fiscal 2014 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 2016, fiscal 2015, and fiscal 2014 is as follows (amounts in millions): Fiscal year Ended January 29, 2017 January 31, 2016 February 1, 2015 Income taxes at federal statutory rate $ $ $ — State income taxes, net of federal income tax benefit — Foreign rate differential ) ) — Legal entity restructuring — 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 29, 2017 and January 31, 2016 were as follows (amounts in millions): January 29, January 31, Deferred Tax Assets: Accrued compensation $ $ Accrued self-insurance liabilities Other accrued liabilities Restructuring liabilities Net operating loss carryforward 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 has designated the undistributed earnings of certain aspects of its foreign operations as not permanently reinvested. As of January 29, 2017, 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 2016, the Company repatriated $72 million of cash to the U.S., which, to the extent of current earnings and profits, and foreign withholding taxes resulted in $4 million of tax expense. 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. Beginning in fiscal 2017, the Company anticipates that all of its Canadian earnings will be permanently reinvested until such time the Canadian borrowings under the Senior ABL Facility, which was initially drawn on during fiscal 2016, are paid off. As of January 29, 2017 the Company had tax-effected U.S. federal net operating loss carryforwards of $623 million which expires beginning in fiscal 2031. The Company also had $100 million of tax effected state net operating loss carryforwards which expire in various years between fiscal 2017 and fiscal 2036. The Company also had $11 million of U.S. federal alternative minimum tax credits which have an indefinite carryforward period, $4 million of U.S. federal research and development credits which expire between fiscal 2031 and fiscal 2036, and $4 million of tax-effected state tax credits which expire in various years between fiscal 2019 and fiscal 2025. At January 29, 2017, the Company's U.S. operations continued to have 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, generation of taxable income in fiscal 2014, 2015, and 2016, long net operating loss carryforward periods, a significant reduction in recent interest expense, a projected further reduction in future interest expense, and the business plan for fiscal 2017 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. As a result, the Company concluded that no additional valuation on its U.S. deferred assets was necessary. In addition, the Company reduced its valuation allowance related to its U.S. continuing operations by $1 million in fiscal 2016 as it determined it is "more likely than not" certain deferred income tax assets would be realized. 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, generation of taxable income in fiscal 2014 and 2015, long net operating loss carryforward periods, a significant reduction in recent interest expense, a projected further reduction in future interest expense, and the 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 January 31, 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 $28 million net income tax expense related to continuing operations and $9 million net income tax benefit related to discontinued operations. 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 2016 and fiscal 2015. 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 2016 or fiscal 2015 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 2016 or fiscal 2015. Windfalls included in net operating loss carryforwards but not reflected in deferred tax assets for fiscal 2016 and fiscal 2015 were $56 million and $48 million, respectively. See "Note 1, Nature of Business and Summary of Significant Accounting Policies—Recent Accounting Pronouncements—Stock Compensation," for further information. For fiscal 2016, the Company recorded a $2 million net income tax benefit related to its U.S. business in discontinued operations. 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 a $24 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. Federal, state and foreign income taxes net current receivable total $7 million and $3 million as of fiscal 2016 and fiscal 2015, 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 2016, fiscal 2015, and fiscal 2014 is as follows (amounts in millions): Fiscal Year Ended January 29, 2017 January 31, 2016 February 1, 2015 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 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The resolution of the unrecognized tax benefits could affect the annual effective income tax rate. The Company did not change its accrual for net interest and penalties related to unrecognized tax benefits for fiscal 2016. For fiscal 2015, the Company decreased by $29 million its accrual for net interest and penalties related to unrecognized tax benefits. For fiscal 2014, the Company accrued $2 million of net interest and penalties related to unrecognized tax benefits. The Company's ending net accrual for interest and penalties related to unrecognized tax benefits at fiscal 2016, fiscal 2015, and fiscal 2014, was zero, zero, and $29 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 from 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 12, Commitments and Contingencies).

STOCK-BASED COMPENSATION AND EM

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS	12 Months Ended
	Jan. 29, 2017
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS	NOTE 8—STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS Stock-Based Compensation Plans The HD Supply Holdings, Inc. 2013 Omnibus Incentive 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. As of January 29, 2017, approximately 7.8 million registered shares were available for issuance under the Plan. The HD Supply Holdings, Inc. Employee Stock Purchase Plan (the "ESPP") 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. During fiscal 2016, fiscal 2015, and fiscal 2014, eligible associates purchased approximately 96,000 shares, 117,000 shares, and 114,000 shares, respectively, under the ESPP. As of January 29, 2017, approximately 1.7 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. The non-qualified stock options under the HDS Plans generally vest at the rate of 25% 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 Weighted Average Outstanding at February 2, 2014 $ Granted — — Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at February 1, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted — — Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at January 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at January 29, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ The total intrinsic value of options exercised was approximately $33 million, $110 million, and $65 million in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. As of January 29, 2017, there were approximately 4.2 million stock options outstanding with a weighted-average remaining life of 5.5 years and an aggregate intrinsic value of approximately $97 million. As of January 29, 2017, there were approximately 2.8 million options exercisable with a weighted-average exercise price of $15.62, a weighted-average remaining life of 3.9 years and an aggregate intrinsic value of approximately $76 million. As of January 29, 2017, there were approximately 3.8 million options vested or expected to ultimately vest with a weighted-average exercise price of $18.75, a weighted-average remaining life of 5.2 years and an aggregate intrinsic value of approximately $92 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 29, 2017 January 31, 2016 February 1, 2015 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 Holdings and HD Supply's competitors over the expected life of the HD Supply options. These competitors' volatilities were 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 2016 was $10.74. HD Supply recognized $5 million, $5 million, and $8 million of stock-based compensation expense related to stock options during fiscal 2016, fiscal 2015, and fiscal 2014, respectively. As of January 29, 2017 the unamortized compensation expense related to stock options was $10 million, which is expected to be recognized over a weighted-average period of 2.8 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 Non-vested at February 2, 2014 $ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at February 1, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at January 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at January 29, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ The total fair value of RSAs and RSUs vested during the year was $16 million, $13 million, and $3 million for fiscal 2016, fiscal 2015, and fiscal 2014, respectively. HD Supply recognized $15 million, $11 million, and $9 million of stock-based compensation expense related to RSAs and RSUs during fiscal 2016, fiscal 2015, and fiscal 2014, respectively. As of January 29, 2017 the unamortized compensation expense related to RSAs and RSUs was $26 million, which is expected to be recognized over a weighted-average period of 1.8 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. A portion of the matching contributions are generally made shortly after the end of each pay period with the remaining portion made 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 $17 million, $19 million, and $19 million during fiscal 2016, fiscal 2015, and fiscal 2014, respectively.

BASIC AND DILUTED WEIGHTED-AVER

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES	12 Months Ended
	Jan. 29, 2017
BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES
BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES	NOTE 9—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 Holdings. The reconciliation of basic to diluted weighted-average common shares for fiscal 2016, fiscal 2015, and fiscal 2014 is as follows (in thousands): Fiscal Year Ended January 29, 2017 January 31, 2016 February 1, 2015 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. 29, 2017
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION	NOTE 10—SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION Receivables Receivables as of January 29, 2017 and January 31, 2016 consisted of the following (amounts in millions): January 29, January 31, 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 29, 2017 and January 31, 2016 consisted of the following (amounts in millions): January 29, January 31, Land $ $ Buildings and improvements Transportation equipment Furniture, fixtures and equipment Capitalized software Construction in progress ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment Less accumulated depreciation & amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Build-to-Suit Lease On February 4, 2016, the Company entered into a build-to-suit arrangement for a leadership development and headquarters facility in Atlanta, Georgia, which began construction in 2016. The lease commences upon completion of construction which is anticipated to be early 2018. In accordance with ASC 840, "Leases," for build-to-suit arrangements where the Company is involved in the construction of structural improvements prior to the commencement of the lease or takes some level of construction risk, the Company is considered the owner of the assets and land during the construction period. Accordingly, during construction activities, the Company recorded a Construction in progress asset within Property and equipment and a corresponding financing liability on the Consolidated Balance Sheet for contributions by the landlord toward construction. Once the construction is completed, if the lease meets certain "sales-leaseback" criteria, the Company will remove the asset and related financial obligation from the Consolidated Balance Sheet and treat the building lease as an operating lease. If upon completion of construction, the lease does not meet the "sales-leaseback" criteria, the leased property will be treated as a capital lease and included in Property and equipment on the Consolidated Balance Sheet. As of January 29, 2017, the Consolidated Balance Sheet includes $21 million of build-to-suit assets in Construction in progress, and the corresponding financial obligation of $21 million in Other long-term liabilities in the Consolidated Balance Sheet. Other Current Liabilities Other current liabilities as of January 29, 2017 and January 31, 2016 consisted of the following (amounts in millions): HD Supply Holdings, Inc. HD Supply, Inc. January 29, January 31, January 29, January 31, Accrued interest $ $ $ $ Accrued non-income taxes Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other current liabilities $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Cash Flow Information Cash paid for interest in fiscal 2016, fiscal 2015, and fiscal 2014 was approximately $296 million, $397 million, and $456 million, respectively. During fiscal 2016, the Company paid $7 million of original issue discounts related to the portion of the $200 million payment on Term Loans B-1 considered an extinguishment under ASC 470-50, "Debt—Modifications and Extinguishments." 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. 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. Cash paid for income taxes, net of refunds, in fiscal 2016, fiscal 2015, and fiscal 2014 was approximately $13 million, $16 million, and $39 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. 29, 2017
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES	NOTE 11—RESTRUCTURING ACTIVITIES Fiscal 2015 Plan As a result of the sale of the Power Solutions business unit in October 2015, management evaluated our talent alignment and functional support strategies. Consequently, during fiscal 2015, we initiated a restructuring plan to strategically align our leadership and functional support teams. During fiscal 2015, we incurred $9 million of restructuring charges under this plan. During fiscal 2016, we accelerated and expanded the restructuring plan, incurring $20 million of restructuring charges, offset by a net gain of $11 million related to real estate transactions under the plan. In total the Company incurred net restructuring charges of $18 million and expects the plan to deliver a payback of approximately two years via a reduction in costs. The Company completed the activities under the plan in fiscal 2016 and does not expect to incur additional charges. As of January 29, 2017, the liability balances for these restructuring activities were $5 million and are 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 (amounts in millions): Severance Relocation & Total Balance—January 31, 2016 $ $ $ Charges Cash payments ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—January 29, 2017 $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. 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 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. 29, 2017
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 12—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 2037. 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 $154 million, $139 million, and $125 million in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. Future minimum aggregate rental payments under non-cancelable operating leases as of January 29, 2017 are as follows (amounts in millions): Fiscal Year 2017 2018 2019 2020 2021 Thereafter Total Operating Leases $ $ Build-to-Suit Lease(i) $ — $ (i) Represents the future cash payments for the leadership development and headquarters facility currently under construction in Atlanta, Georgia. See "Note 10, Supplemental Balance Sheet and Cash Flow Information" for further information. 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 29, 2017 are approximately $34 million. These subleases and leases expire at various dates through the year 2025. Purchase Obligations As of January 29, 2017, the Company has agreements in place with various vendors to purchase goods and services, primarily inventory, in the aggregate amount of $382 million. These purchase obligations are generally cancelable, but the Company has no intent to cancel. Payment is due during fiscal 2017 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") and the Tentative Settlement does not become effective nor are the carryback claims finalized until the JCT reviews them without objection or the IRS Office of Appeals executes 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 7, Income Taxes," for further disclosures on the Company's income taxes. Legal Matters 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 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 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. 29, 2017
SEGMENT INFORMATION
SEGMENT INFORMATION	NOTE 13—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 —Construction & Industrial distributes specialized hardware, tools, engineered materials and safety products to non-residential and residential contractors. Construction & Industrial also 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. In addition to the reportable segments, the Company's consolidated financial results include "Corporate" which 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 2016, we combined the Home Improvement Solutions business unit with the Construction & Industrial business unit. Prior to the sale of our Interior Solutions business unit, Interior Solutions was under common management with Home Improvement Solutions, with both included in the Corporate segment. As a result of the sale, management elected to realign Home Improvement Solutions into the Construction & Industrial operating segment. The realignment benefits Home Improvement Solutions with the strong leadership, proven category management processes, and customer-centricity at Construction & Industrial. 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 2016 Facilities Waterworks Construction & Corporate Total Net sales $ ) $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets(2) $ $ Capital Expenditures(2) $ $ Fiscal Year 2015 Facilities Waterworks Construction & Corporate Total Net sales $ ) $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets(2) $ $ Capital Expenditures(2) $ $ Fiscal Year 2014 Facilities Waterworks Construction & Corporate Total Net sales $ ) $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets(2) $ $ Capital Expenditures(2) $ $ (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 2016 Fiscal 2015 Fiscal 2014 Total Adjusted EBITDA $ $ $ Depreciation and amortization Stock-based compensation 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 $124 million, $125 million, and $130 million in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. Long-lived assets of HD Supply outside the United States, primarily Canada, were $5 million and $6 million as of January 29, 2017 and January 31, 2016, respectively.

GUARANTOR SUBSIDIARIES

GUARANTOR SUBSIDIARIES	12 Months Ended
	Jan. 29, 2017
GUARANTOR SUBSIDIARIES
GUARANTOR SUBSIDIARIES	NOTE 14—GUARANTOR SUBSIDIARIES As of January 29, 2017, HDS (the "Debt Issuer") had outstanding December 2014 First Priority Notes and April 2016 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 indirect 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 2016, fiscal 2015 or fiscal 2014. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Amounts in millions Fiscal Year 2016 Debt Subsidiary Non- Eliminations Total 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) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts in millions Fiscal Year 2015 Debt Subsidiary Non- Eliminations Total 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) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts in millions Fiscal Year 2014 Debt Subsidiary Non- Eliminations Total 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) $ ) $ $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CONDENSED CONSOLIDATING BALANCE SHEETS Amounts in millions As of January 29, 2017 Debt Subsidiary Non- Eliminations Total Holdings ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ $ Receivables, net — — Inventories — — — Intercompany receivables — — ) — — 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 — — — — Intercompany payables — — ) — — 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) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts in millions As of January 31, 2016 Debt Subsidiary Non- Eliminations Total Holdings ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ $ Receivables, net — — Inventories — — — 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 — — — — Current liabilities of discontinued operations — — — — Other current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, excluding current installments — — — — Deferred tax liabilities — — ) — — Non-current liabilities of discontinued operations — — — — 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 2016 Debt Subsidiary Non- Eliminations Total 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 businesses, net — — — — (Investments in) return of capital in equity affiliates — — ) — — Proceeds from (payments of) intercompany notes — — ) — — Other investing activities — — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 $ $ $ $ — $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts in millions Fiscal Year 2015 Debt Subsidiary Non- Eliminations Total 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, net — — — — (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 ) — — — ) — 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 $ $ $ $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts in millions Fiscal Year 2014 Debt Subsidiary Non- Eliminations Total 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, net — — — — (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 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 $ $ $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

QUARTERLY FINANCIAL DATA (UNAUD

QUARTERLY FINANCIAL DATA (UNAUDITED)	12 Months Ended
	Jan. 29, 2017
QUARTERLY FINANCIAL DATA (UNAUDITED)
QUARTERLY FINANCIAL DATA (UNAUDITED)	NOTE 15—QUARTERLY FINANCIAL DATA (UNAUDITED) The following is a summary of the quarterly consolidated results of operations for the fiscal years ended January 29, 2017 and January 31, 2016 (amounts in millions): First Second Third Fourth TOTAL Fiscal Year 2016 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 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) (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 2016 includes a loss on extinguishment of debt of $115 million. Income (loss) from continuing operations and Net income (loss) in the third quarter of fiscal 2016 includes a loss on extinguishment of debt of $59 million. 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.

SCHEDULE II - VALUATION AND QUA

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS	12 Months Ended
	Jan. 29, 2017
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 Acquisition or Charges to Doubtful Other Balance at Fiscal Year ended: February 1, 2015 $ — ) — $ January 31, 2016 $ ) ) — $ January 29, 2017 $ ) ) — $ Deferred Tax Valuation Allowances: Balance at Charges to Balance at Fiscal Year ended: February 1, 2015 $ $ January 31, 2016 $ ) $ January 29, 2017 $ ) $

NATURE OF BUSINESS AND SUMMAR29

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Jan. 29, 2017
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 500 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 530,000 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 845,000 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. In addition, the consolidated financial statements include Corporate, which is comprised of enterprise-wide functional departments.
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 29, 2017 ("fiscal 2016"), fiscal year ended January 31, 2016 ("fiscal 2015"), and fiscal year ended February 1, 2015 ("fiscal 2014") 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 29, 2017 and January 31, 2016, vendor rebates due to HD Supply were $89 million and $76 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 2 - 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 29, 2017 and January 31, 2016, capitalized software costs totaled $34 million and $40 million, respectively, net of accumulated amortization of $210 million and $186 million, respectively. Amortization of capitalized software costs totaled $27 million, $38 million, and $39 million, in fiscal 2016, fiscal 2015, and fiscal 2014, 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. The Company determines the fair values of its identified reporting units 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 2016, fiscal 2015, or fiscal 2014.
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 29, 2017 and January 31, 2016, reserves totaled approximately $79 million and $84 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 6, 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 $33 million, $30 million, and $23 million in fiscal 2016, fiscal 2015 and fiscal 2014, 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 $109 million, $99 million, and $98 million in fiscal 2016, fiscal 2015, and fiscal 2014, 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 $34 million, $35 million, and $32 million in fiscal 2016, fiscal 2015, and fiscal 2014, 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 The HD Supply Holdings, Inc. 2013 Omnibus Incentive 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).
Recent Accounting Pronouncements	Recent Accounting Pronouncements Goodwill —In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). The new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. The ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The amendments in this update should be applied on a prospective basis. The adoption of ASU 2017-04 is not expected to have a material impact on the Company's financial position, results of operations or cash flows. Statement of Cash Flows —In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. On a prospective basis, the ASU will only impact the Company to the extent it has restricted cash. Income Taxes —In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740): Intra-entity Transfers of Assets Other than Inventory" ("ASU 2016-16"). The new guidance is intended to improve the accounting for intra-entity transfers of assets other than inventory by requiring recognition of income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs. ASU 2016-16 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of adopting ASU 2016-16. Statement of Cash Flows —In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"). The new guidance is intended to reduce diversity in practice related to certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company's financial position, results of operations or cash flows. Stock Compensation —In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). The new guidance identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities as well as certain classifications on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. The Company adopted the guidance from this amendment on January 30, 2017 (the first day of fiscal 2017) recording a $56 million cumulative-effect adjustment to retained earnings in order to recognize a deferred tax asset on the excess deduction for stock option exercises over the expense recorded for book purposes. On an ongoing basis, the impact to the Company will be through a credit to charge the tax provision reflecting the difference between the amount deductible for tax purposes and the amount expensed for book purposes as options are exercised. Leases —In February 2016, the FASB issued 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. 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, results of operations or cash flows. Going Concern —In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 2014-15"). The amendments in the Update provide guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from when the financial statements are issued. The amendments in ASU 2014-15 are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The Company adopted the guidance from the amendment in the fourth quarter of fiscal 2016. The adoption did not result in any impact on the Company's financial position, results of operations or cash flows. Revenue recognition —In May 2014, the FASB issued ASU No. 2014-09, "Revenue from contracts with customers" ("ASU 2014-09"), amended by ASU 2016-10, "Revenue from contracts with customers (Topic 606): Identifying Performance Obligations and Licensing," ASU 2016-12, "Revenue from contracts with customers (Topic 606): Narrow-Scope Improvements and Practical Expedients," and ASU 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers." 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." The update requires significant additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgements. 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 has performed a review of the new revenue standard and is monitoring the activity of the FASB and the transition resource group as it relates to specific interpretative guidance. The Company is reviewing customer contracts and is in the process of applying the five-step model of the new standard to each contract category identified and will compare the results to current accounting practice. The Company plans to adopt ASU 2014-09, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard on January 29, 2018 (the first day of fiscal 2018). The Company has not yet determined whether it will adopt the provisions of ASU 2014-09 on a retrospective basis or through a cumulative adjustment to equity. The new standard could change the amount and timing of revenue and costs under certain arrangement types and could increase the administrative burden on Company operations to properly account for customer contracts and provide the more expansive required disclosures. The Company is currently evaluating the impact of adopting ASU 2014-09, but has not yet determined what effect, if any, the new guidance will have on its financial position, results of operations or cash flows.

NATURE OF BUSINESS AND SUMMAR30

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Jan. 29, 2017
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of property and equipment estimated useful lives	Buildings and improvements 5 - 45 years Transportation equipment 5 - 7 years Furniture, fixtures and equipment 2 - 10 years

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Jan. 29, 2017
DISCONTINUED OPERATIONS
Results 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 29, January 31, February 1, Net sales $ $ $ Cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Profit Operating expenses: Selling, general and administrative Depreciation and amortization Restructuring — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses Operating Income (Loss) ) (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 29, 2017 and January 31, 2016, 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 29, January 31, Current assets: Receivables, less allowance for doubtful accounts of $—and $1 $ — $ Inventories — ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets, net — Other non-current assets — ​ ​ ​ ​ ​ ​ ​ ​ Total assets of discontinued operations $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Liabilities: Accounts payable $ — $ Accrued compensation and benefits — Other current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Other non-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 29, January 31, February 1, Net cash flows provided by (used in) operating activities $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: Capital expenditures — ) ) Proceeds from sales of businesses, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash flows provided by (used in) investing activities $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Jan. 29, 2017
GOODWILL AND INTANGIBLE ASSETS
Schedule of carrying amount of goodwill by reporting unit	The carrying amount of goodwill by reporting unit is as follows (amounts in millions): As of January 29, 2017 As of January 31, 2016 Gross Accumulated Net Gross Accumulated Net Facilities Maintenance $ $ — $ $ $ — $ Waterworks ) ) Construction & Industrial ) ) Home Improvement Solutions ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total goodwill $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Schedule of components of intangible assets	HD Supply's intangible assets as of January 29, 2017 and January 31, 2016 consisted of the following (amounts in millions): As of January 29, 2017 As of January 31, 2016 Gross Accumulated Net Gross Accumulated Net Customer relationships $ $ ) $ $ $ ) $ Trade names ) ) Other ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Jan. 29, 2017
DEBT
Schedule of long-term debt	HDS's long-term debt as of January 29, 2017 and January 31, 2016 consisted of the following (dollars in millions): January 29, 2017 January 31, 2016 Outstanding Interest Outstanding Interest Senior ABL Facility due 2018 $ $ — — Term Loans due 2021 — — Term B-1 Loans due 2021 — — Term B-2 Loans due 2023 — — December 2014 First Priority Notes due 2021 April 2016 Senior Unsecured Notes due 2024 — — 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 29, 2017 are summarized below (amounts in millions): Fiscal Year 2017 2018 2019 2020 2021 Thereafter Total Principal maturities $ $ $ $ $ $ $
5.25% December 2014 Secured First Priority Notes due 2021
DEBT
Schedule of notes redemption	Year Percentage 2017 % 2018 % 2019 % 2020 and thereafter %
5.75% April 2016 Senior Unsecured Notes due 2024
DEBT
Schedule of notes redemption	Year Percentage 2019 % 2020 % 2021 % 2022 and thereafter %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Jan. 29, 2017
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 29, 2017 and January 31, 2016 (amounts in millions): As of January 29, 2017 As of January 31, 2016 Recorded Estimated Recorded Estimated 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. 29, 2017
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 29, January 31, February 1, 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 29, 2017 January 31, 2016 February 1, 2015 Current: Federal $ $ ) $ State ) ) Foreign — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) Deferred: Federal ) State ) Foreign — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Reconciliation of the provision (benefit) for income taxes from continuing operations at the federal statutory rate of 35% to the 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 2016, fiscal 2015, and fiscal 2014 is as follows (amounts in millions): Fiscal year Ended January 29, 2017 January 31, 2016 February 1, 2015 Income taxes at federal statutory rate $ $ $ — State income taxes, net of federal income tax benefit — Foreign rate differential ) ) — Legal entity restructuring — Valuation allowance ) ) Adjustments to tax reserves ) Other, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total provision (benefit) $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Significant portions of the 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 29, 2017 and January 31, 2016 were as follows (amounts in millions): January 29, January 31, Deferred Tax Assets: Accrued compensation $ $ Accrued self-insurance liabilities Other accrued liabilities Restructuring liabilities Net operating loss carryforward 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 the 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 2016, fiscal 2015, and fiscal 2014 is as follows (amounts in millions): Fiscal Year Ended January 29, 2017 January 31, 2016 February 1, 2015 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 36

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Tables)	12 Months Ended
	Jan. 29, 2017
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 Weighted Average Outstanding at February 2, 2014 $ Granted — — Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at February 1, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted — — Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at January 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at January 29, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​
Option pricing with weighted average assumptions	Fiscal Year Ended January 29, 2017 January 31, 2016 February 1, 2015 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 Non-vested at February 2, 2014 $ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at February 1, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at January 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at January 29, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​

BASIC AND DILUTED WEIGHTED-AV37

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES (Tables)	12 Months Ended
	Jan. 29, 2017
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 2016, fiscal 2015, and fiscal 2014 is as follows (in thousands): Fiscal Year Ended January 29, 2017 January 31, 2016 February 1, 2015 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 AN38

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION (Tables)	12 Months Ended
	Jan. 29, 2017
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
Schedule of Receivables	Receivables as of January 29, 2017 and January 31, 2016 consisted of the following (amounts in millions): January 29, January 31, 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 29, 2017 and January 31, 2016 consisted of the following (amounts in millions): January 29, January 31, Land $ $ Buildings and improvements Transportation equipment Furniture, fixtures and equipment Capitalized software Construction in progress ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment Less accumulated depreciation & amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Schedule of Other Current Liabilities	Other current liabilities as of January 29, 2017 and January 31, 2016 consisted of the following (amounts in millions): HD Supply Holdings, Inc. HD Supply, Inc. January 29, January 31, January 29, January 31, Accrued interest $ $ $ $ Accrued non-income taxes Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other current liabilities $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

RESTRUCTURING ACTIVITIES (Table

RESTRUCTURING ACTIVITIES (Tables)	12 Months Ended
	Jan. 29, 2017
RESTRUCTURING ACTIVITIES
Schedule of restructuring activity for the liability balance	The following table presents the activity for the liability balance (amounts in millions): Severance Relocation & Total Balance—January 31, 2016 $ $ $ Charges Cash payments ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—January 29, 2017 $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Jan. 29, 2017
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 29, 2017 are as follows (amounts in millions): Fiscal Year 2017 2018 2019 2020 2021 Thereafter Total Operating Leases $ $ Build-to-Suit Lease(i) $ — $ (i) Represents the future cash payments for the leadership development and headquarters facility currently under construction in Atlanta, Georgia. See "Note 10, Supplemental Balance Sheet and Cash Flow Information" for further information.

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Jan. 29, 2017
SEGMENT INFORMATION
Net sales, Adjusted EBITDA, and other measures for each of the 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 2016 Facilities Waterworks Construction & Corporate Total Net sales $ ) $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets(2) $ $ Capital Expenditures(2) $ $ Fiscal Year 2015 Facilities Waterworks Construction & Corporate Total Net sales $ ) $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets(2) $ $ Capital Expenditures(2) $ $ Fiscal Year 2014 Facilities Waterworks Construction & Corporate Total Net sales $ ) $ Adjusted EBITDA $ ) $ Depreciation(1) & Software Amortization $ $ Other Intangible Amortization $ $ Total Assets(2) $ $ Capital Expenditures(2) $ $ (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 2016 Fiscal 2015 Fiscal 2014 Total Adjusted EBITDA $ $ $ Depreciation and amortization Stock-based compensation 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. 29, 2017
GUARANTOR SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)	Amounts in millions Fiscal Year 2016 Debt Subsidiary Non- Eliminations Total 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 2015 Debt Subsidiary Non- Eliminations Total 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) $ $ $ $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2014 Debt Subsidiary Non- Eliminations Total 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) $ ) $ $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
CONDENSED CONSOLIDATING BALANCE SHEETS	Amounts in millions As of January 29, 2017 Debt Subsidiary Non- Eliminations Total Holdings ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ $ Receivables, net — — Inventories — — — Intercompany receivables — — ) — — 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 — — — — Intercompany payables — — ) — — 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 January 31, 2016 Debt Subsidiary Non- Eliminations Total Holdings ASSETS Current assets: Cash and cash equivalents $ $ $ $ — $ $ Receivables, net — — Inventories — — — 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 — — — — Current liabilities of discontinued operations — — — — Other current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, excluding current installments — — — — Deferred tax liabilities — — ) — — Non-current liabilities of discontinued operations — — — — 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 2016 Debt Subsidiary Non- Eliminations Total 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 businesses, net — — — — (Investments in) return of capital in equity affiliates — — ) — — Proceeds from (payments of) intercompany notes — — ) — — Other investing activities — — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 2015 Debt Subsidiary Non- Eliminations Total 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, net — — — — (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 ) — — — ) — 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 Subsidiary Non- Eliminations Total 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, net — — — — (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 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 $ $ $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

QUARTERLY FINANCIAL DATA (UNA43

QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)	12 Months Ended
	Jan. 29, 2017
QUARTERLY FINANCIAL DATA (UNAUDITED)
Summary of the quarterly consolidated results of operations	The following is a summary of the quarterly consolidated results of operations for the fiscal years ended January 29, 2017 and January 31, 2016 (amounts in millions): First Second Third Fourth TOTAL Fiscal Year 2016 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 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) (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 SUMMAR44

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nature of Business (Details)	12 Months Ended
	Jan. 29, 2017segmentproductlocationcategorycustomeremployee
Nature of Business
Number of distinct market sectors in which entity specializes | category	3
Number of operating locations	500
Number of associates | employee	14,000
Number of customers | customer	530,000
Number of SKUs offered | product	845,000
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 SUMMAR45

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fiscal Year (Details)	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
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 SUMMAR46

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Consideration Received from Vendors (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Vendor rebates receivables	$ 89	$ 76

NATURE OF BUSINESS AND SUMMAR47

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details)	12 Months Ended
	Jan. 29, 2017
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	2 years
Furniture, fixtures and equipment | Maximum
Property and Equipment
Estimated useful life	10 years

NATURE OF BUSINESS AND SUMMAR48

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capitalized Software Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Capitalized Software Costs
Property and equipment, net	$ 303	$ 310
Accumulated amortization	563	536
Amortization cost	102	134	$ 226
Capitalized software
Capitalized Software Costs
Property and equipment, net	34	40
Accumulated amortization	210	186
Amortization cost	$ 27	$ 38	$ 39
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 SUMMAR49

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Goodwill impairment charges	$ 0	$ 0	$ 0

NATURE OF BUSINESS AND SUMMAR50

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Self-insurance reserves	$ 79	$ 84

NATURE OF BUSINESS AND SUMMAR51

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues from services	$ 33	$ 30	$ 23

NATURE OF BUSINESS AND SUMMAR52

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling Fees and Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shipping and handling costs	$ 109	$ 99	$ 98

NATURE OF BUSINESS AND SUMMAR53

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Advertising expenses	$ 34	$ 35	$ 32

NATURE OF BUSINESS AND SUMMAR54

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Details) $ in Millions	Jan. 30, 2017USD ($)
ASU No. 2016-09
Recent Accounting Pronouncements
Cumulative-effect adjustment to retained earnings	$ 56

DISCONTINUED OPERATIONS - Gener

DISCONTINUED OPERATIONS - General Information (Details) - USD ($) $ in Millions	1 Months Ended			12 Months Ended
	May 29, 2016	Oct. 31, 2015	Jan. 31, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
DISCONTINUED OPERATIONS
Proceeds from sales of businesses				$ 28	$ 809	$ 198
Interior Solutions | Discontinued Operations, Disposed of by Sale
DISCONTINUED OPERATIONS
Proceeds from sales of businesses	$ 26
Transaction costs	2
Gain (loss) on disposal of discontinued operations	$ (10)
Power Solutions | Discontinued Operations, Disposed of by Sale
DISCONTINUED OPERATIONS
Proceeds from sales of businesses		$ 812
Transaction costs		16
Gain (loss) on disposal of discontinued operations		$ 189
Hardware Solutions | Discontinued Operations, Disposed of by Sale
DISCONTINUED OPERATIONS
Proceeds from sales of businesses			$ 198
Transaction costs			$ 2
Gain (loss) on disposal of discontinued operations						8
Litemor | Discontinued Operations, Disposed of by Sale
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
	Oct. 30, 2016	Jul. 31, 2016	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Operating expenses:
Income (loss) from discontinued operations, net of tax	$ (4)	$ (4)	$ (102)	$ 235	$ 5	$ 8	$ (8)	$ 146	$ 41
Discontinued Operations, Held-for-sale or Disposed of by Sale
Results of operations of the discontinued operations
Net Sales							85	1,656	2,485
Cost of sales							64	1,383	2,002
Gross Profit							21	273	483
Operating expenses:
Selling, general and administrative							24	218	366
Depreciation and amortization							1	21	44
Restructuring									1
Total operating expenses							25	239	411
Operating Income (Loss)							(4)	34	72
(Gain) loss on disposal of discontinued operations							6	(186)	7
Other (income) expense, net								1	(3)
Income (loss) before provision for income taxes							(10)	219	68
Provision (benefit) for income taxes							(2)	73	27
Income (loss) from discontinued operations, net of tax							$ (8)	$ 146	$ 41

DISCONTINUED OPERATIONS - Carry

DISCONTINUED OPERATIONS - Carrying Amounts of Major Classes of Assets and Liabilities (Details) $ in Millions	Jan. 31, 2016USD ($)
Current assets:
Total current assets	$ 43
Current Liabilities:
Total current liabilities	30
Discontinued Operations, Disposed of by Sale
Allowance for doubtful accounts
Allowance for doubtful accounts	1
Discontinued Operations, Held-for-sale
Current assets:
Receivables, less allowance for doubtful accounts of $- and $1	31
Inventories	12
Total current assets	43
Intangible assets, net	3
Other non-current assets	17
Total assets of discontinued operations	63
Current Liabilities:
Accounts payable	19
Accrued compensation and benefits	2
Other current liabilities	9
Total current liabilities	30
Other non-current liabilities	1
Total liabilities of discontinued operations	$ 31

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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Net cash provided by (used in) operating and investing activities of the discontinued operations
Proceeds from sales of businesses, net	$ 28	$ 809	$ 198
Discontinued Operations, Held-for-sale or Disposed of by Sale
Net cash provided by (used in) operating and investing activities of the discontinued operations
Net cash flows provided by (used in) operating activities	(1)	5	85
Capital expenditures		(4)	(22)
Proceeds from sales of businesses, net	28	809	198
Net cash flows provided by (used in) investing activities	$ 28	$ 805	$ 176

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 - Purchases (De

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

RELATED PARTIES - Sales (Detail

RELATED PARTIES - Sales (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
HDS Customer | HD Supply, Inc. (Total HDS) | Board member
RELATED PARTIES
Products sold	$ 4	$ 4	$ 3

GOODWILL AND INTANGIBLE ASSET62

GOODWILL AND INTANGIBLE ASSETS - Goodwill - Carrying Amount by Reporting Unit (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Goodwill by reporting unit
Gross Goodwill	$ 3,788	$ 3,788
Accumulated Impairments	(919)	(919)
Net Goodwill	2,869	2,869
Reportable segment | Facilities Maintenance
Goodwill by reporting unit
Gross Goodwill	1,603	1,603
Net Goodwill	1,603	1,603
Reportable segment | Waterworks
Goodwill by reporting unit
Gross Goodwill	1,877	1,877
Accumulated Impairments	(815)	(815)
Net Goodwill	1,062	1,062
Reportable segment | Construction & Industrial
Goodwill by reporting unit
Gross Goodwill	183	183
Accumulated Impairments	(74)	(74)
Net Goodwill	109	109
Corporate | Home Improvement Solutions
Goodwill by reporting unit
Gross Goodwill	125	125
Accumulated Impairments	(30)	(30)
Net Goodwill	$ 95	$ 95

GOODWILL AND INTANGIBLE ASSET63

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Tabular Disclosure (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Intangible Assets
Gross Intangible	$ 209	$ 213
Accumulated Amortization	(97)	(86)
Net Intangible	112	127
Customer relationships
Intangible Assets
Gross Intangible	67	69
Accumulated Amortization	(28)	(24)
Net Intangible	39	45
Trade names
Intangible Assets
Gross Intangible	141	142
Accumulated Amortization	(68)	(60)
Net Intangible	73	82
Other
Intangible Assets
Gross Intangible	1	2
Accumulated Amortization	$ (1)	$ (2)

GOODWILL AND INTANGIBLE ASSET64

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Write-offs (Details) $ in Millions	12 Months Ended
	Jan. 29, 2017USD ($)
Intangible assets
Write-off amount	$ 3

GOODWILL AND INTANGIBLE ASSET65

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Amortization Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
GOODWILL AND INTANGIBLE ASSETS
Amortization expense	$ 14	$ 15	$ 80

GOODWILL AND INTANGIBLE ASSET66

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets - Estimated Future Amortization Expense (Details) $ in Millions	Jan. 29, 2017USD ($)
Estimated future amortization expense for continuing operations
2,017	$ 13
2,018	13
2,019	13
2,020	13
2,021	$ 13

DEBT - Term Loan Facility (Deta

DEBT - Term Loan Facility (Details) - USD ($) $ in Millions	Jan. 26, 2017	Aug. 02, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015	Oct. 14, 2016
DEBT
Loss on extinguishment & modification of debt		$ 100	$ 179	$ 100	$ 108
Term B-1 Loan Facility due 2021
DEBT
Payment of debt			200
HDS (Debt Issuer)
DEBT
Loss on extinguishment & modification of debt			179	$ 100	$ 108
Secured debt | HDS (Debt Issuer) | Credit facility | Term B-1 Loan Facility due 2021
DEBT
Payment of debt	$ 200
Loss on extinguishment & modification of debt	5
Write-offs of unamortized original issue discount	2
Write-off of unamortized deferred financing cost	$ 3
Aggregate principal amount			842			$ 842
Secured debt | HDS (Debt Issuer) | Credit facility | Term B-2 Loan Facility due 2023
DEBT
Aggregate principal amount			$ 550			$ 550

DEBT - Term B-1 Loans (Details)

DEBT - Term B-1 Loans (Details) - Secured debt - HDS (Debt Issuer) - Credit facility - Term B-1 Loan Facility due 2021	Oct. 14, 2016	Jan. 29, 2017
DEBT
Amortization of debt, aggregate annual amounts as a percentage of original principal amount (as a percent)	1.00%	1.00%
LIBOR
DEBT
Percentage added to reference rate (as a percent)	2.75%	2.75%
Base
DEBT
Percentage added to reference rate (as a percent)	1.75%	1.75%

DEBT - Term B-2 Loans (Details)

DEBT - Term B-2 Loans (Details) - Secured debt - HDS (Debt Issuer) - Credit facility - Term B-2 Loan Facility due 2023	Oct. 14, 2016	Jan. 29, 2017
DEBT
Leverage ratio	3	3
Amortization of debt, aggregate annual amounts as a percentage of original principal amount (as a percent)	1.00%	1.00%
LIBOR
DEBT
Percentage added to reference rate (as a percent)	2.75%	2.75%
LIBOR | Minimum
DEBT
Percentage added to reference rate (as a percent)	2.50%	2.50%
Base
DEBT
Percentage added to reference rate (as a percent)	1.75%

DEBT - Debt Redemption - Februa

DEBT - Debt Redemption - February 2013 Senior Unsecured Notes (Details) - USD ($) $ in Millions	Oct. 17, 2016	Aug. 02, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
DEBT
Loss on extinguishment & modification of debt		$ 100	$ 179	$ 100	$ 108
HDS (Debt Issuer)
DEBT
Loss on extinguishment & modification of debt			$ 179	$ 100	$ 108
Unsecured debt | HDS (Debt Issuer) | 7.5% February 2013 Unsecured Notes due 2020
DEBT
Debt redeemed	$ 1,275
Interest rate, stated rate (as a percent)	7.50%			7.50%
Make-whole premium payment to redeem notes	$ 48
Loss on extinguishment & modification of debt	59
Make-whole premium	48
Write-off of unamortized deferred financing cost	$ 11

DEBT - 5.75% Senior Unsecured N

DEBT - 5.75% Senior Unsecured Notes due 2024 (Details) - Unsecured debt - HDS (Debt Issuer) - 5.75% April 2016 Senior Unsecured Notes due 2024 - USD ($) $ in Millions	Apr. 11, 2016	Jan. 29, 2017
DEBT
Note issued, amount	$ 1,000
Interest rate, stated rate (as a percent)	5.75%	5.75%
Net proceeds	$ 985
Unamortized transaction fees	$ 15

DEBT - Debt Redemption - Octobe

DEBT - Debt Redemption - October 2012 Senior Unsecured Notes (Details) - USD ($) $ in Millions	Apr. 27, 2016	Aug. 02, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
DEBT
Loss on extinguishment & modification of debt		$ 100	$ 179	$ 100	$ 108
HDS (Debt Issuer)
DEBT
Loss on extinguishment & modification of debt			$ 179	$ 100	$ 108
Unsecured debt | HDS (Debt Issuer) | 11.5% October 2012 Unsecured Notes due 2020
DEBT
Debt redeemed	$ 1,000
Interest rate, stated rate (as a percent)	11.50%			11.50%
Make-whole premium payment to redeem notes	$ 106
Accrued but unpaid interest	4
Loss on extinguishment & modification of debt	115
Make-whole premium	106
Write-off of unamortized deferred financing cost	$ 9

DEBT - Gross Long-term Debt - O

DEBT - Gross Long-term Debt - Outstanding Principal - Tabular Disclosure (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
DEBT
Total gross long-term debt	$ 3,859	$ 4,373
Secured debt | HDS (Debt Issuer) | 5.25% December 2014 Secured First Priority Notes due 2021
DEBT
Total gross long-term debt	1,250	1,250
Secured debt | HDS (Debt Issuer) | Credit facility | Senior ABL Facility due 2018
DEBT
Total gross long-term debt	421
Secured debt | HDS (Debt Issuer) | Credit facility | Term Loans Facility due 2021
DEBT
Total gross long-term debt		848
Secured debt | HDS (Debt Issuer) | Credit facility | Term B-1 Loan Facility due 2021
DEBT
Total gross long-term debt	639
Secured debt | HDS (Debt Issuer) | Credit facility | Term B-2 Loan Facility due 2023
DEBT
Total gross long-term debt	549
Unsecured debt | HDS (Debt Issuer) | 5.75% April 2016 Senior Unsecured Notes due 2024
DEBT
Total gross long-term debt	$ 1,000
Unsecured debt | HDS (Debt Issuer) | 11.5% October 2012 Unsecured Notes due 2020
DEBT
Total gross long-term debt		1,000
Unsecured debt | HDS (Debt Issuer) | 7.5% February 2013 Unsecured Notes due 2020
DEBT
Total gross long-term debt		$ 1,275

DEBT - Gross Long-term Debt - I

DEBT - Gross Long-term Debt - Interest Rate - Tabular Disclosure (Details) - HDS (Debt Issuer)	Jan. 29, 2017	Dec. 04, 2016	Oct. 17, 2016	Apr. 27, 2016	Apr. 11, 2016	Jan. 31, 2016	Dec. 04, 2014
Secured debt | 5.25% December 2014 Secured First Priority Notes due 2021
DEBT
Interest rate, stated rate (as a percent)	5.25%	5.25%				5.25%	5.25%
Secured debt | Credit facility | Senior ABL Facility due 2018
DEBT
Interest rate, rate at end of period (as a percent)	2.38%
Secured debt | Credit facility | Term Loans Facility due 2021
DEBT
Interest rate, rate at end of period (as a percent)						3.75%
Secured debt | Credit facility | Term B-1 Loan Facility due 2021
DEBT
Interest rate, rate at end of period (as a percent)	3.75%
Secured debt | Credit facility | Term B-2 Loan Facility due 2023
DEBT
Interest rate, rate at end of period (as a percent)	3.75%
Unsecured debt | 5.75% April 2016 Senior Unsecured Notes due 2024
DEBT
Interest rate, stated rate (as a percent)	5.75%				5.75%
Unsecured debt | 11.5% October 2012 Unsecured Notes due 2020
DEBT
Interest rate, stated rate (as a percent)				11.50%		11.50%
Unsecured debt | 7.5% February 2013 Unsecured Notes due 2020
DEBT
Interest rate, stated rate (as a percent)			7.50%			7.50%

DEBT - Total Net Long-term Debt

DEBT - Total Net Long-term Debt - Tabular Disclosure (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
DEBT
Total gross long-term debt	$ 3,859	$ 4,373
Less unamortized discount	(9)	(11)
Less unamortized deferred financing costs	(38)	(51)
Total net long-term debt	$ 3,812	$ 4,311

DEBT - Total Long-term Debt, Ex

DEBT - Total Long-term Debt, Excluding Current Installments - Tabular Disclosure (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
DEBT
Total net long-term debt	$ 3,812	$ 4,311
Less current installments	(14)	(9)
Total net long-term debt, excluding current installments	$ 3,798	$ 4,302

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	Jan. 29, 2017USD ($)	Jan. 29, 2017USD ($)facility
DEBT
Aggregate principal amount	$ 1,500	$ 1,500
Line of credit facility, additional available for borrowing	680	680
Letter of credit facility outstanding	30	30
Line of credit facility, available for borrowing on qualifying cash balances	26	$ 26
Proceeds from Senior ABL facility	421
The minimum number of incremental term loan facilities permitted to be included in the Senior ABL Facility | facility		1
Borrowing capacity including all incremental commitments	$ 1,900	$ 1,900
Collateral pledged, percentage outstanding capital of any foreign subsidiary	65.00%	65.00%
Excess availability amount that requires maintaining a fixed charge coverage ratio	$ 150	$ 150
Percentage of aggregate commitment that requires maintaining a fixed charge coverage ratio	10.00%	10.00%
Required fixed charge coverage ratio in event of Liquidity Event		1
Canada
DEBT
Proceeds from Senior ABL facility	$ 61

DEBT - Senior Secured Term Loan

DEBT - Senior Secured Term Loan Facility (Details) - Secured debt - HDS (Debt Issuer) - Credit facility $ in Millions	Oct. 14, 2016USD ($)	Aug. 13, 2015	Aug. 12, 2015	Feb. 06, 2014	Feb. 05, 2014	May 03, 2015USD ($)	Jan. 29, 2017USD ($)
Term Loan Facility
DEBT
Excess cash flow provisions, prepayment offered						$ 34
Excess cash flow provisions, prepayment accepted						$ 16
Term B-1 Loan Facility due 2021
DEBT
Aggregate principal amount	$ 842						$ 842
Amortization of debt, aggregate annual amounts as a percentage of original principal amount (as a percent)	1.00%						1.00%
Mandatory principal prepayments from net proceeds from asset sales and insurance recovery, percentage							100.00%
Term B-2 Loan Facility due 2023
DEBT
Aggregate principal amount	$ 550						$ 550
Amortization of debt, aggregate annual amounts as a percentage of original principal amount (as a percent)	1.00%						1.00%
Leverage ratio	3						3
Percentage of prepayment penalty							1.00%
Prepayment period							6 months
Term Loans Facility due 2021
DEBT
Aggregate principal amount							$ 1,392
Amortization of debt, aggregate annual amounts as a percentage of original principal amount (as a percent)		1.00%
Collateral pledged, percentage outstanding capital of any foreign subsidiary							65.00%
LIBOR | Term B-1 Loan Facility due 2021
DEBT
Percentage added to reference rate (as a percent)	2.75%						2.75%
LIBOR | Term B-2 Loan Facility due 2023
DEBT
Percentage added to reference rate (as a percent)	2.75%						2.75%
LIBOR | Term Loans Facility due 2021
DEBT
Percentage added to reference rate (as a percent)		2.75%	3.00%	3.00%	3.25%
Floor rate (as a percent)		1.00%	1.00%	1.00%	1.00%
Base | Term B-1 Loan Facility due 2021
DEBT
Percentage added to reference rate (as a percent)	1.75%						1.75%
Base | Term B-2 Loan Facility due 2023
DEBT
Percentage added to reference rate (as a percent)	1.75%
Base | Term Loans Facility due 2021
DEBT
Percentage added to reference rate (as a percent)		1.75%	2.00%	2.00%	2.25%
Minimum | Term B-2 Loan Facility due 2023
DEBT
Mandatory principal prepayment based on attainment of certain secured leverage ratio targets, target percentage							0.00%
Minimum | LIBOR | Term B-2 Loan Facility due 2023
DEBT
Percentage added to reference rate (as a percent)	2.50%						2.50%
Maximum | Term B-1 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 Secured First Priority Notes due 2021 - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Dec. 04, 2016	Jan. 31, 2016	Dec. 04, 2014
DEBT
Note issued, amount				$ 1,250
Note issued, interest rate	5.25%	5.25%	5.25%	5.25%
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 - 5.75% Senior Unsecured80

DEBT - 5.75% Senior Unsecured Notes due 2024 (Details) - Unsecured debt - 5.75% April 2016 Senior Unsecured Notes due 2024 - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Apr. 11, 2016
HDS (Debt Issuer)
DEBT
Note issued, amount		$ 1,000
Note issued, interest rate	5.75%	5.75%
Prior to April 15, 2019 | HDS (Debt Issuer)
DEBT
Optional prepayment price percentage	100.00%
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	105.75%
Threshold percentage for debt that must remain after each redemption	50.00%
2019 | HDS (Debt Issuer)
DEBT
Optional prepayment price percentage	104.313%
2020 | HDS (Debt Issuer)
DEBT
Optional prepayment price percentage	102.875%
2,021
DEBT
Optional prepayment price percentage	101.438%
2022 and thereafter | HDS (Debt Issuer)
DEBT
Optional prepayment price percentage	100.00%

DEBT - 11.5% Senior Unsecured N

DEBT - 11.5% Senior Unsecured Notes due 2020 (Details) - Unsecured debt - HDS (Debt Issuer) - 11.5% October 2012 Unsecured Notes due 2020 - USD ($) $ in Millions	Apr. 27, 2016	Jan. 31, 2016
DEBT
Interest rate, stated rate (as a percent)	11.50%	11.50%
Debt redeemed	$ 1,000

DEBT - 7.5% Senior Unsecured No

DEBT - 7.5% Senior Unsecured Notes due 2020 (Details) - Unsecured debt - HDS (Debt Issuer) - 7.5% February 2013 Unsecured Notes due 2020 - USD ($) $ in Millions	Oct. 17, 2016	Jan. 31, 2016
DEBT
Interest rate, stated rate (as a percent)	7.50%	7.50%
Debt redeemed	$ 1,275

DEBT - Offer to Repurchase (Det

DEBT - Offer to Repurchase (Details) - HDS (Debt Issuer)	Jan. 29, 2017
5.25% December 2014 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 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 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. 29, 2017	Jan. 31, 2016
Maturities of long-term debt outstanding
2,017	$ 14
2,018	435
2,019	14
2,020	14
2,021	1,861
Thereafter	1,521
Total	$ 3,859	$ 4,373

DEBT - Redemption April 2012 Se

DEBT - Redemption April 2012 Second Priority Notes (Details) - USD ($) $ in Millions	Oct. 13, 2015	Oct. 30, 2016	May 01, 2016	Jan. 29, 2017	Jan. 31, 2016
DEBT
Loss on extinguishment of debt		$ (59)	$ (115)
Debt issuance costs				$ 38	$ 51
Secured debt | HDS (Debt Issuer) | 11% April 2012 Senior Secured Second Priority Notes due 2020
DEBT
Debt redeemed	$ 675
Interest rate, stated rate (as a percent)	11.00%
Make-whole premium payment to redeem notes	$ 72
Accrued but unpaid interest	37
Loss on extinguishment of debt	(80)
Debt issuance costs	$ 8

DEBT - Incremental Agreement to

DEBT - Incremental Agreement to Term Loan Facility (Details) - Secured debt - HDS (Debt Issuer) - Credit facility - Term Loans Facility due 2021 - USD ($) $ in Millions	Aug. 13, 2015	Aug. 12, 2015	Feb. 06, 2014	Feb. 05, 2014
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%
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%
Floor rate (as a percent)	1.00%	1.00%	1.00%	1.00%
Base
DEBT
Percentage added to reference rate (as a percent)	1.75%	2.00%	2.00%	2.25%

DEBT - Fiscal 2014 Transactions

DEBT - Fiscal 2014 Transactions - 8.125% Senior Secured First Priority Notes due 2019 (Details) - USD ($) $ in Millions	Dec. 19, 2014	Oct. 30, 2016	May 01, 2016
DEBT
Loss on extinguishment of debt		$ 59	$ 115
Secured debt | HDS (Debt Issuer) | 8.125% Senior Secured First Priority Notes due 2019
DEBT
Debt redeemed	$ 1,250
Interest rate, stated rate (as a percent)	8.125%
Make-whole premium payment to redeem notes	$ 106
Accrued but unpaid interest	18
Loss on extinguishment of debt	106
Unamortized Debt Issuance Expense	15
Unamortized premium	$ 15

DEBT - Fiscal 2014 Transactio88

DEBT - Fiscal 2014 Transactions - 5.25% Senior Secured First Priority Notes due 2021 (Details) - USD ($) $ in Millions	Dec. 04, 2014	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
DEBT
Payment of debt issuance cost		$ 19	$ 6	$ 21
HDS (Debt Issuer)
DEBT
Payment of debt issuance cost		$ 19	$ 6	$ 21
Secured debt | HDS (Debt Issuer) | 5.25% December 2014 Secured First Priority Notes due 2021
DEBT
Note issued, amount	$ 1,250
Net proceeds	1,232
Payment of debt issuance cost	$ 18

DEBT - Fiscal 2014 Transactio89

DEBT - Fiscal 2014 Transactions - Term Loan Facility (Details) - USD ($) $ in Millions	Aug. 13, 2015	Aug. 12, 2015	Feb. 06, 2014	Feb. 05, 2014	Oct. 30, 2016	May 01, 2016	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
DEBT
Payment of debt issuance cost							$ 19	$ 6	$ 21
Loss on extinguishment of debt					$ 59	$ 115
HDS (Debt Issuer)
DEBT
Payment of debt issuance cost							$ 19	$ 6	$ 21
Secured debt | HDS (Debt Issuer) | Credit facility | Term Loans 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
Loss on extinguishment of debt			1
Charges related to modification of debt			$ 1
Secured debt | HDS (Debt Issuer) | Credit facility | LIBOR | Term Loans Facility due 2021
DEBT
Percentage added to reference rate (as a percent)	2.75%	3.00%	3.00%	3.25%
Floor rate (as a percent)	1.00%	1.00%	1.00%	1.00%
Secured debt | HDS (Debt Issuer) | Credit facility | Base | Term Loans Facility due 2021
DEBT
Percentage added to reference rate (as a percent)	1.75%	2.00%	2.00%	2.25%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Recorded Amount
Financial instruments not reflected at fair value on the balance sheet
Senior ABL Facility	$ 421
Term Loans and Notes	3,438	$ 4,373
Total	3,859	4,373
Estimated Fair Value | Level 2
Financial instruments not reflected at fair value on the balance sheet
Senior ABL Facility	410
Term Loans and Notes	3,572	4,560
Total	$ 3,982	$ 4,560

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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Components of Income (Loss) from Continuing Operations before Provision (Benefit) for Income Taxes
United States	$ 338	$ 233	$ (2)
Foreign	5	9
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	$ 343	$ 242	$ (2)

INCOME TAXES - Provision (Benef

INCOME TAXES - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Current:
Federal	$ 3	$ (165)	$ 9
State	2	(12)	(1)
Foreign	5	4
Current Income Tax Expense (Benefit), Total	10	(173)	8
Deferred:
Federal	118	(828)	26
State	11	(84)	2
Foreign		1
Total	129	(911)	28
Total provision (benefit)	$ 139	$ (1,084)	$ 36

INCOME TAXES - Tax Rates (Detai

INCOME TAXES - Tax Rates (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
INCOME TAXES
Combined federal, state and foreign effective tax rate for continuing operations (benefit)	40.50%	(447.90%)
Pretax income	$ 343	$ 242	$ (2)
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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
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	$ 120	$ 84
State income taxes, net of federal income tax benefit	13	13
Foreign rate differential	(1)	(1)
Legal entity restructuring	1	14
Valuation allowance	(1)	(1,007)	$ 28
Adjustments to tax reserves	2	(189)	7
Other, net	5	2	1
Total provision (benefit)	$ 139	$ (1,084)	$ 36

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. 29, 2017	Jan. 31, 2016
Deferred Tax Assets:
Accrued compensation	$ 23	$ 26
Accrued self-insurance liabilities	18	17
Other accrued liabilities	21	24
Restructuring liabilities	18	23
Net operating loss carryforward	660	751
Fixed assets	10	25
Allowance for doubtful accounts	6	6
Inventory	35	35
Tax credit carryforward	19	14
Other	4	5
Valuation allowance	(5)	(6)
Noncurrent deferred tax assets	809	920
Deferred Tax Liabilities:
Prepaid expense	(1)	(1)
Deferred financing costs	(5)	(9)
Software costs	(11)	(12)
Intangible assets	(205)	(166)
Income from discharge of indebtedness	(31)	(47)
Noncurrent deferred tax liabilities	(253)	(235)
Deferred tax assets (liabilities), net	$ 556	$ 685

INCOME TAXES - Foreign Operatio

INCOME TAXES - Foreign Operations (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016
INCOME TAXES
Cash and property repatriated	$ 72	$ 92
Income tax expense	$ 4	$ 10

INCOME TAXES - Net Operating Lo

INCOME TAXES - Net Operating Loss Carryforwards (Details) $ in Millions	Jan. 29, 2017USD ($)
Domestic tax authority | IRS
Net operating loss carryforwards
Tax-effected net operating loss carry forward	$ 623
State
Net operating loss carryforwards
Tax-effected net operating loss carry forward	$ 100

INCOME TAXES - Capital Loss Car

INCOME TAXES - Capital Loss Carryforward (Details) $ in Millions	Jan. 29, 2017USD ($)
State
Capital loss carryforward
Tax credit carry forward	$ 4
IRS | Alternative minimum tax credits | Domestic tax authority
Capital loss carryforward
Tax credit carry forward	11
IRS | Research and development tax credit carryforward | Domestic tax authority
Capital loss carryforward
Tax credit carry forward	$ 4

INCOME TAXES - Valuation Allowa

INCOME TAXES - Valuation Allowance (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Jan. 31, 2016	Jan. 29, 2017	Feb. 01, 2015
Valuation allowance
Deferred tax assets used to offset current year income	$ 104
Deferred tax assets, valuation allowance	6	$ 5
U.S.
Valuation allowance
Deferred tax assets, additional valuation allowance		0
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)		$ (1)	$ 28
U.S. | Discontinued Operation
Valuation allowance
Change in valuation allowance, expense (benefit)			$ (9)

INCOME TAXES - Windfall Tax Ben

INCOME TAXES - Windfall Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016
INCOME TAXES
Windfall not reflected in deferred tax assets	$ 56	$ 48

INCOME TAXES - Net Income Tax E

INCOME TAXES - Net Income Tax Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Net income tax expense (benefit)
Net income tax expense (benefit)	$ 139	$ (1,084)	$ 36
U.S. | Discontinued Operation
Net income tax expense (benefit)
Net income tax expense (benefit)	$ (2)	69	24
Canada | Discontinued Operation
Net income tax expense (benefit)
Net income tax expense (benefit)		$ 4	$ 3

INCOME TAXES - Net Current Rece

INCOME TAXES - Net Current Receivable (Payable) (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
INCOME TAXES
Federal, state and foreign income taxes net current receivable	$ 7	$ 3

INCOME TAXES - Reconciliatio103

INCOME TAXES - Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Reconciliation of beginning and ending amount of unrecognized tax benefits
Unrecognized Tax Benefits beginning of period	$ 9	$ 187	$ 192
Gross increases for tax positions in current period		1	1
Gross increases for tax positions in prior period	1	5
Gross decreases for tax positions in prior period		(2)	(1)
Settlements		(181)	(5)
Lapse of statutes		(1)
Unrecognized Tax Benefits end of period	$ 10	$ 9	$ 187

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	Jan. 29, 2017
INCOME TAXES
Accrued net interest and penalties related to unrecognized tax benefits	$ (29)	$ 2
Net accrual for interest and penalties related to unrecognized tax benefits	$ 0	$ 29	$ 0

INCOME TAXES - Resolution of Fe

INCOME TAXES - Resolution of Federal and State Tax Examinations (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	May 03, 2015	Jan. 31, 2016
INCOME TAXES
Income tax benefit	$ 189	$ 189

STOCK-BASED COMPENSATION AND106

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock-Based Compensation Plans (Details) shares in Millions	Jan. 29, 2017shares
Plan
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
Number of shares available for issuance (in shares)	7.8

STOCK-BASED COMPENSATION AND107

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Employee Stock Purchase Plan (Details) - ESPP	12 Months Ended
	Jan. 29, 2017periodshares	Jan. 31, 2016shares	Feb. 01, 2015shares
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 purchased by eligible associates (in shares)	96,000	117,000	114,000
Number of shares available for issuance (in shares)	1,700,000

STOCK-BASED COMPENSATION AND108

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock Options - General Disclosures (Details) - Stock options	12 Months Ended
	Jan. 29, 2017
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)	25.00%
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 AND109

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock Option Activity (Details) - Stock options - $ / shares shares in Thousands	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Number of Shares
Outstanding, beginning balance (in shares)	4,737	10,439	15,010
Granted (in shares)	1,362	0	0
Exercised (in shares)	(1,782)	(5,647)	(4,076)
Forfeited (in shares)	(154)	(55)	(495)
Outstanding, ending balance (in shares)	4,163	4,737	10,439
Weighted Average Option Price
Outstanding, beginning balance (in dollars per share)	$ 15.95	$ 14.08	$ 13.30
Granted (in dollars per share)	28.22
Exercised (in dollars per share)	16.44	12.50	10.97
Forfeited (in dollars per share)	24.83	15.28	15.94
Outstanding, ending balance (in dollars per share)	$ 19.42	$ 15.95	$ 14.08

STOCK-BASED COMPENSATION AND110

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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Stock Options
Total intrinsic value of options exercised	$ 33	$ 110	$ 65
Options outstanding (in shares)	4,163	4,737	10,439	15,010
Options outstanding, weighted average remaining life (in years)	5 years 6 months
Options outstanding, aggregate intrinsic value	$ 97
Options exercisable (in shares)	2,800
Options exercisable, weighted average exercise price (in dollars per share)	$ 15.62
Options exercisable, weighted average remaining life (in years)	3 years 10 months 24 days
Options exercisable, aggregate intrinsic value	$ 76
Options vested or expected to ultimately vest (in shares)	3,800
Options vested or expected to ultimately vest, weighted average exercise price (in dollars per share)	$ 18.75
Options vested or expected to ultimately vest, weighted average remaining life (in years)	5 years 2 months 12 days
Options vested or expected to ultimately vest, aggregate intrinsic value	$ 92

STOCK-BASED COMPENSATION AND111

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Stock Options - Weighted Average Assumptions (Details) - Stock options	12 Months Ended
	Jan. 29, 2017
Weighted-average assumptions
Risk-free interest rate (as a percent)	1.54%
Dividend yield (as a percent)	0.00%
Expected volatility factor (as a percent)	36.20%
Expected option life in years	6 years 3 months

STOCK-BASED COMPENSATION AND112

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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Stock Options
Number of options granted (in shares)	1,362	0	0
Option granted, weighted-average fair value (in dollars per share)	$ 10.74
Stock-based compensation expense	$ 5	$ 5	$ 8
Stock options, unamortized compensation expense	$ 10
Unamortized stock-based compensation expense, recognition period (in years)	2 years 9 months 18 days

STOCK-BASED COMPENSATION AND113

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Restricted Stock and Restricted Stock Units - General Disclosures (Details)	12 Months Ended
	Jan. 29, 2017
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 AND114

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Restricted Stock and Restricted Stock Units Activity (Details) - RSAs and RSUs - $ / shares shares in Thousands	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Number of Shares
Non-vested, beginning balance (in shares)	1,731	1,605	353
Granted (in shares)	590	1,147	1,508
Vested (in shares)	(539)	(440)	(131)
Forfeited (in shares)	(232)	(581)	(125)
Non-vested, ending balance (in shares)	1,550	1,731	1,605
Weighted Average Grant Date Fair Value
Non-vested, beginning balance (in dollars per shares)	$ 26.08	$ 23.32	$ 18.18
Granted (in dollars per share)	28.46	29.05	24.32
Vested (in dollars per share)	26.03	23.59	20.04
Forfeited (in dollars per share)	27.33	26.02	24.40
Non-vested, ending balance (in dollars per shares)	$ 27.07	$ 26.08	$ 23.32

STOCK-BASED COMPENSATION AND115

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Restricted Stock and Restricted Stock Units - Additional Disclosures (Details) - RSAs and RSUs - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Restricted Stock and Restricted Stock Units
Fair value of RSAs and RSUs	$ 16	$ 13	$ 3
Stock-based compensation expense	15	$ 11	$ 9
Stock-based compensation expense expected to be recorded over the vesting period	$ 26
Unamortized stock-based compensation expense, recognition period (in years)	1 year 9 months 18 days

STOCK-BASED COMPENSATION AND116

STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Employee Benefit Plans
Defined contribution plan, annual matching contribution paid	$ 17	$ 19	$ 19

BASIC AND DILUTED WEIGHTED-A117

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES - Reconciliation of Basic to Diluted Weighted Average Common Shares (Details) - shares shares in Thousands	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Reconciliation of basic to diluted weighted-average common shares
Weighted-average common shares	199,385	197,011	193,962
Effect of potentially dilutive securities:
Effect of potentially dilutive stock plan securities	2,615	4,297
Diluted weighted-average common shares	202,000	201,308	193,962

BASIC AND DILUTED WEIGHTED-A118

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES - Anti-dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Stock plan securities
Anti-dilutive securities
Stock plan securities excluded from dilution	1,856	792	12,044

SUPPLEMENTAL BALANCE SHEET A119

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Receivables (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Receivables
Trade receivables, net of allowance for doubtful accounts	$ 804	$ 784
Vendor rebate receivables	89	76
Other receivables	11	12
Total receivables, net	$ 904	$ 872

SUPPLEMENTAL BALANCE SHEET A120

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Property and Equipment (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Property and Equipment
Property and equipment	$ 866	$ 846
Less accumulated depreciation & amortization	(563)	(536)
Property and equipment, net	303	310
Land
Property and Equipment
Property and equipment	21	30
Building and improvements
Property and Equipment
Property and equipment	208	221
Transportation equipment
Property and Equipment
Property and equipment	77	73
Furniture, fixtures and equipment
Property and Equipment
Property and equipment	265	262
Capitalized software
Property and Equipment
Property and equipment	244	226
Less accumulated depreciation & amortization	(210)	(186)
Property and equipment, net	34	40
Construction in progress
Property and Equipment
Property and equipment	$ 51	$ 34

SUPPLEMENTAL BALANCE SHEET A121

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Build-to-Suit Lease (Details) $ in Millions	Jan. 29, 2017USD ($)
Construction in progress
Build-to-Suit Lease
Build-to-suit assets in construction in progress	$ 21
Other long-term liabilities
Build-to-Suit Lease
Financial obligation of construction in progress	$ 21

SUPPLEMENTAL BALANCE SHEET A122

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Other Current Liabilities (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Other Current Liabilities
Accrued interest	$ 30	$ 73
Accrued non-income taxes	31	30
Other	96	97
Total other current liabilities	157	200
HD Supply, Inc. (Total HDS)
Other Current Liabilities
Accrued interest	30	73
Accrued non-income taxes	31	30
Other	96	96
Total other current liabilities	$ 157	$ 199

SUPPLEMENTAL BALANCE SHEET A123

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Supplemental Cash Flow Information
Cash paid for interest	$ 296	$ 397	$ 456
Original issue discounts paid	7	12	1
Cash paid for income taxes, net of refunds	13	$ 16	39
IRS
Supplemental Cash Flow Information
Amount paid in order to stop the accrual of interest on the Tentative Settlement amount			$ 27
Term B-1 Loan Facility due 2021
Supplemental Cash Flow Information
Payment of debt	$ 200

RESTRUCTURING ACTIVITIES - Gene

RESTRUCTURING ACTIVITIES - General Information (Details) - USD ($) $ in Millions	12 Months Ended			24 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015	Jan. 29, 2017
RESTRUCTURING ACTIVITIES
Restructuring charges	$ 9	$ 9	$ 6
Restructuring activities resulting from the sale of a business unit in October 2015
RESTRUCTURING ACTIVITIES
Restructuring charges	20	9		$ 18
Gain (loss) related to real estate transactions	$ 11
Payback period (in years)	2 years
Restructuring reserve	$ 5	$ 7		5
Other current liabilities | Restructuring activities resulting from the sale of a business unit in October 2015
RESTRUCTURING ACTIVITIES
Restructuring reserve	$ 5			$ 5

RESTRUCTURING ACTIVITIES - Rest

RESTRUCTURING ACTIVITIES - Restructuring Liability Activity (Details) - USD ($) $ in Millions	12 Months Ended			24 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015	Jan. 29, 2017
Activity for the liability balances for restructuring
Restructuring charges	$ 9	$ 9	$ 6
Restructuring activities resulting from the sale of a business unit in October 2015
Activity for the liability balances for restructuring
Balance - January 31, 2016	7
Restructuring charges	20	9		$ 18
Cash payments	(22)
Balance - January 29, 2017	5	7		5
Severance | Restructuring activities resulting from the sale of a business unit in October 2015
Activity for the liability balances for restructuring
Balance - January 31, 2016	6
Restructuring charges	8
Cash payments	(9)
Balance - January 29, 2017	5	6		$ 5
Relocation & Other Costs | Restructuring activities resulting from the sale of a business unit in October 2015
Activity for the liability balances for restructuring
Balance - January 31, 2016	1
Restructuring charges	12
Cash payments	$ (13)
Balance - January 29, 2017		$ 1

RESTRUCTURING ACTIVITIES - Fisc

RESTRUCTURING ACTIVITIES - Fiscal 2013 Plan (Details) $ in Millions	12 Months Ended
	Jan. 29, 2017USD ($)	Jan. 31, 2016USD ($)	Feb. 01, 2015USD ($)itememployee
RESTRUCTURING ACTIVITIES
Restructuring charges	$ 9	$ 9	$ 6
Restructuring activities commencing in the fourth quarter of fiscal 2013
RESTRUCTURING ACTIVITIES
Restructuring charges			$ 6
Reduced workforce personnel | employee			130
Remaining expected costs			$ 0
Construction & Industrial | 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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Lease Commitments
Operating lease expense	$ 154	$ 139	$ 125

COMMITMENTS AND CONTINGENCIE128

COMMITMENTS AND CONTINGENCIES - Future Minimum Aggregate Rental Payments (Details) $ in Millions	Jan. 29, 2017USD ($)
Future minimum aggregate rental payments under non-cancelable operating leases
2,017	$ 147
2,018	131
2,019	106
2,020	70
2,021	45
Thereafter	56
Total	555
Future minimum aggregate rental payments under non-cancelable build-to-suit leases
2,018	5
2,019	5
2,020	6
2,021	6
Thereafter	105
Total	$ 127

COMMITMENTS AND CONTINGENCIE129

COMMITMENTS AND CONTINGENCIES - Subleases (Details) $ in Millions	Jan. 29, 2017USD ($)
COMMITMENTS AND CONTINGENCIES
Future minimum rentals from subleases and leases to be received	$ 34

COMMITMENTS AND CONTINGENCIE130

COMMITMENTS AND CONTINGENCIES - Purchase Obligations (Details) $ in Millions	Jan. 29, 2017USD ($)
Purchase obligations
Purchase obligations due during fiscal 2017	$ 382

COMMITMENTS AND CONTINGENCIE131

COMMITMENTS AND CONTINGENCIES - Internal Revenue Service (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended		24 Months Ended
	Aug. 31, 2014	Jan. 29, 2017	Feb. 01, 2015	Jan. 30, 2011	Jul. 31, 2014
Internal Revenue Service
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
Amount paid in order to stop the accrual of interest on the Tentative Settlement amount			$ 27
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 CONTINGENCIE132

COMMITMENTS AND CONTINGENCIES - Legal Matters (Details) $ in Millions	Jan. 29, 2017USD ($)
Minimum
Legal Matters
Estimated aggregate potential loss	$ 0
Maximum
Legal Matters
Estimated aggregate potential loss	$ 15

SEGMENT INFORMATION - General I

SEGMENT INFORMATION - General Information (Details)	12 Months Ended
	Jan. 29, 2017segment
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. 29, 2017	Oct. 30, 2016	Jul. 31, 2016	May 01, 2016	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
SEGMENT INFORMATION
Net Sales	$ 1,634	$ 2,008	$ 2,016	$ 1,781	$ 1,584	$ 1,942	$ 1,937	$ 1,660	$ 7,439	$ 7,123	$ 6,682
Corporate
SEGMENT INFORMATION
Net Sales									(8)	(9)	(8)
Facilities Maintenance | Reportable segment
SEGMENT INFORMATION
Net Sales									2,762	2,690	2,510
Waterworks | Reportable segment
SEGMENT INFORMATION
Net Sales									2,622	2,510	2,427
Construction & Industrial | Reportable segment
SEGMENT INFORMATION
Net Sales									$ 2,063	$ 1,932	$ 1,753

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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
SEGMENT INFORMATION
Adjusted EBITDA	$ 921	$ 876	$ 769
Depreciation & Software Amortization	87	98	102
Other Intangible Amortization	14	15	80
Corporate
SEGMENT INFORMATION
Adjusted EBITDA	(60)	(59)	(59)
Depreciation & Software Amortization	14	14	16
Other Intangible Amortization	5	6	6
Facilities Maintenance | Reportable segment
SEGMENT INFORMATION
Adjusted EBITDA	523	529	491
Depreciation & Software Amortization	29	43	50
Other Intangible Amortization	6	6	57
Waterworks | Reportable segment
SEGMENT INFORMATION
Adjusted EBITDA	234	222	198
Depreciation & Software Amortization	11	11	11
Other Intangible Amortization	2	2	3
Construction & Industrial | Reportable segment
SEGMENT INFORMATION
Adjusted EBITDA	224	184	139
Depreciation & Software Amortization	33	30	25
Other Intangible Amortization	$ 1	$ 1	$ 14

SEGMENT INFORMATION - Total Ass

SEGMENT INFORMATION - Total Assets for Each Reportable Segment (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
SEGMENT INFORMATION
Assets	$ 5,707	$ 6,016	$ 5,977
Corporate
SEGMENT INFORMATION
Assets	878	1,234	1,179
Facilities Maintenance | Reportable segment
SEGMENT INFORMATION
Assets	2,358	2,358	2,390
Waterworks | Reportable segment
SEGMENT INFORMATION
Assets	1,663	1,636	1,640
Construction & Industrial | Reportable segment
SEGMENT INFORMATION
Assets	$ 808	$ 788	$ 768

SEGMENT INFORMATION - Capital E

SEGMENT INFORMATION - Capital Expenditures for Each Reportable Segment (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
SEGMENT INFORMATION
Capital Expenditures	$ 81	$ 86	$ 119
Corporate
SEGMENT INFORMATION
Capital Expenditures	17	22	37
Facilities Maintenance | Reportable segment
SEGMENT INFORMATION
Capital Expenditures	22	20	32
Waterworks | Reportable segment
SEGMENT INFORMATION
Capital Expenditures	10	10	15
Construction & Industrial | Reportable segment
SEGMENT INFORMATION
Capital Expenditures	$ 32	$ 34	$ 35

SEGMENT INFORMATION - Reconcili

SEGMENT INFORMATION - Reconciliation to Consolidated Financial Statements (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Jan. 29, 2017	Oct. 30, 2016	Jul. 31, 2016	May 01, 2016	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
SEGMENT INFORMATION
Total Adjusted EBITDA									$ 921	$ 876	$ 769
Depreciation and amortization									101	113	182
Stock-based compensation									20	16	17
Restructuring									9	9	6
Other										1	(1)
Operating Income									791	737	565
Interest expense									269	394	462
Loss on extinguishment & modification of debt							$ 100		179	100	108
Other (income) expense, net										1	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									343	242	(2)
Provision (benefit) for income taxes									139	(1,084)	36
Income (Loss) from Continuing Operations	$ 90	$ 107	$ 168	$ (22)	$ 973	$ 15	$ 104	$ 234	$ 204	$ 1,326	$ (38)

SEGMENT INFORMATION - Net Sa139

SEGMENT INFORMATION - Net Sales Outside the United States (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Jan. 29, 2017	Oct. 30, 2016	Jul. 31, 2016	May 01, 2016	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
Net sales
Net sales	$ 1,634	$ 2,008	$ 2,016	$ 1,781	$ 1,584	$ 1,942	$ 1,937	$ 1,660	$ 7,439	$ 7,123	$ 6,682
Foreign
Net sales
Net sales									$ 124	$ 125	$ 130

SEGMENT INFORMATION - Long-live

SEGMENT INFORMATION - Long-lived Assets Outside the United States (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016
Foreign
Long-lived assets
Long-lived assets	$ 5	$ 6

GUARANTOR SUBSIDIARIES - Genera

GUARANTOR SUBSIDIARIES - General Information (Details)	12 Months Ended
	Jan. 29, 2017
HDS (Debt Issuer)
SUBSIDIARY GUARANTORS
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. 29, 2017	Oct. 30, 2016	Jul. 31, 2016	May 01, 2016	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales	$ 1,634	$ 2,008	$ 2,016	$ 1,781	$ 1,584	$ 1,942	$ 1,937	$ 1,660	$ 7,439	$ 7,123	$ 6,682
Cost of sales									4,907	4,734	4,487
Gross Profit	560	683	680	609	534	648	648	559	2,532	2,389	2,195
Operating expenses:
Selling, general and administrative									1,637	1,535	1,446
Depreciation and amortization									95	108	178
Restructuring									9	9	6
Total operating expenses									1,741	1,652	1,630
Operating Income (Loss)									791	737	565
Interest expense									269	394	462
Loss on extinguishment & modification of debt							100		179	100	108
Other (income) expense, net										1	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									343	242	(2)
Provision (benefit) for income taxes									139	(1,084)	36
Income (Loss) from Continuing Operations	90	107	168	(22)	973	15	104	234	204	1,326	(38)
Income (loss) from discontinued operations, net of tax		(4)	(4)		(102)	235	5	8	(8)	146	41
Net Income	$ 52	$ 60	$ 98	$ (14)	$ 871	$ 250	$ 109	$ 242	196	1,472	3
Other comprehensive income (loss)- foreign currency translation adjustment									1	12	(13)
Total Comprehensive Income (Loss)									197	1,484	(10)
HDS (Debt Issuer)
Operating expenses:
Selling, general and administrative									71	73	61
Depreciation and amortization									13	15	17
Restructuring									6	2	1
Total operating expenses									90	90	79
Operating Income (Loss)									(90)	(90)	(79)
Interest expense									287	399	464
Interest (income)									(244)	(243)	(241)
Net (earnings) loss of equity affiliates									(598)	(365)	(427)
Loss on extinguishment & modification of debt									179	100	108
Other (income) expense, net										1	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									286	18	20
Provision (benefit) for income taxes									83	(1,337)	8
Income (Loss) from Continuing Operations									203	1,355	12
Income (loss) from discontinued operations, net of tax									(7)	117	(9)
Net Income									196	1,472	3
Other comprehensive income (loss)- foreign currency translation adjustment									1	12	(13)
Total Comprehensive Income (Loss)									197	1,484	(10)
Subsidiary Guarantors
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales									7,319	7,004	6,555
Cost of sales									4,843	4,670	4,417
Gross Profit									2,476	2,334	2,138
Operating expenses:
Selling, general and administrative									1,518	1,418	1,331
Depreciation and amortization									80	92	160
Restructuring									3	7	5
Total operating expenses									1,601	1,517	1,496
Operating Income (Loss)									875	817	642
Interest expense									243	243	242
Interest (income)									(18)	(6)	(4)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									650	580	404
Provision (benefit) for income taxes									52	249	28
Income (Loss) from Continuing Operations									598	331	376
Income (loss) from discontinued operations, net of tax									(1)	21	45
Net Income									597	352	421
Total Comprehensive Income (Loss)									597	352	421
Non-Guarantor Subsidiaries
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales									122	121	129
Cost of sales									65	65	71
Gross Profit									57	56	58
Operating expenses:
Selling, general and administrative									49	45	55
Depreciation and amortization									2	1	1
Total operating expenses									51	46	56
Operating Income (Loss)									6	10	2
Interest expense									1	1	1
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									5	9	1
Provision (benefit) for income taxes									4	4
Income (Loss) from Continuing Operations									1	5	1
Income (loss) from discontinued operations, net of tax										8	5
Net Income									1	13	6
Other comprehensive income (loss)- foreign currency translation adjustment									1	12	(13)
Total Comprehensive Income (Loss)									2	25	(7)
HD Supply, Inc. (Total HDS)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales									7,439	7,123	6,682
Cost of sales									4,907	4,734	4,487
Gross Profit									2,532	2,389	2,195
Operating expenses:
Selling, general and administrative									1,637	1,535	1,446
Depreciation and amortization									95	108	178
Restructuring									9	9	6
Total operating expenses									1,741	1,652	1,630
Operating Income (Loss)									791	737	565
Interest expense									269	394	462
Loss on extinguishment & modification of debt									179	100	108
Other (income) expense, net										1	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									343	242	(2)
Provision (benefit) for income taxes									139	(1,084)	36
Income (Loss) from Continuing Operations									204	1,326	(38)
Income (loss) from discontinued operations, net of tax									(8)	146	41
Net Income									196	1,472	3
Other comprehensive income (loss)- foreign currency translation adjustment									1	12	(13)
Total Comprehensive Income (Loss)									197	1,484	(10)
Holdings
Operating expenses:
Net (earnings) loss of equity affiliates									(196)	(1,472)	(3)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									196	1,472	3
Income (Loss) from Continuing Operations									196	1,472	3
Net Income									196	1,472	3
Other comprehensive income (loss)- foreign currency translation adjustment									1	12	(13)
Total Comprehensive Income (Loss)									197	1,484	(10)
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									(262)	(249)	(245)
Interest (income)									262	249	245
Net (earnings) loss of equity affiliates									598	365	427
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes									(598)	(365)	(427)
Income (Loss) from Continuing Operations									(598)	(365)	(427)
Net Income									(598)	(365)	(427)
Other comprehensive income (loss)- foreign currency translation adjustment									(1)	(12)	13
Total Comprehensive Income (Loss)									$ (599)	$ (377)	$ (414)

GUARANTOR SUBSIDIARIES - CON143

GUARANTOR SUBSIDIARIES - CONDENSED CONSOLIDATING BALANCE SHEETS (Details) - USD ($) $ in Millions	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015	Feb. 02, 2014
Current assets:
Cash and cash equivalents	$ 75	$ 269	$ 85	$ 115
Receivables, net	904	872
Inventories	831	770
Current assets of discontinued operations		43
Other current assets	37	29
Total current assets	1,847	1,983
Property and equipment, net	303	310
Goodwill	2,869	2,869
Intangible assets, net	112	127
Deferred tax asset	556	685
Non-current assets of discontinued operations		20
Other assets	20	22
Total assets	5,707	6,016	5,977
Current liabilities:
Accounts payable	532	490
Accrued compensation and benefits	140	142
Current installments of long-term debt	14	9
Current liabilities of discontinued operations		30
Other current liabilities	157	200
Total current liabilities	843	871
Long-term debt, excluding current installments	3,798	4,302
Non-current liabilities of discontinued operations		1
Other liabilities	106	98
Total liabilities	4,747	5,272
Stockholders' equity (deficit)	960	744	(760)	(764)
Total liabilities and stockholders' equity	5,707	6,016
Eliminations
Current assets:
Intercompany receivables	(1)
Total current assets	(1)
Deferred tax asset	(127)	(76)
Investment in subsidiaries	(2,451)	(2,623)
Intercompany notes receivable	(2,776)	(2,819)
Total assets	(5,355)	(5,518)
Current liabilities:
Intercompany payables	(1)
Total current liabilities	(1)
Deferred tax liabilities	(127)	(76)
Intercompany notes payable	(2,776)	(2,819)
Total liabilities	(2,904)	(2,895)
Stockholders' equity (deficit)	(2,451)	(2,623)
Total liabilities and stockholders' equity	(5,355)	(5,518)
HDS (Debt Issuer)
Current assets:
Cash and cash equivalents	51	233	28	53
Receivables, net	3	5
Other current assets	13	9
Total current assets	67	247
Property and equipment, net	76	55
Deferred tax asset	681	759
Investment in subsidiaries	2,451	2,623
Intercompany notes receivable	2,192	2,192
Other assets	16	20
Total assets	5,483	5,896
Current liabilities:
Accounts payable	13	12
Accrued compensation and benefits	38	38
Current installments of long-term debt	14	9
Other current liabilities	52	93
Total current liabilities	117	152
Long-term debt, excluding current installments	3,737	4,302
Intercompany notes payable	584	627
Other liabilities	87	73
Total liabilities	4,525	5,154
Stockholders' equity (deficit)	958	742
Total liabilities and stockholders' equity	5,483	5,896
Subsidiary Guarantors
Current assets:
Cash and cash equivalents	17	18	25	17
Receivables, net	885	852
Inventories	813	753
Intercompany receivables	1
Current assets of discontinued operations		43
Other current assets	22	19
Total current assets	1,738	1,685
Property and equipment, net	225	253
Goodwill	2,869	2,869
Intangible assets, net	111	125
Non-current assets of discontinued operations		20
Intercompany notes receivable	584	627
Other assets	4	2
Total assets	5,531	5,581
Current liabilities:
Accounts payable	508	469
Accrued compensation and benefits	100	101
Current liabilities of discontinued operations		30
Other current liabilities	99	99
Total current liabilities	707	699
Deferred tax liabilities	127	76
Non-current liabilities of discontinued operations		1
Intercompany notes payable	2,192	2,192
Other liabilities	17	22
Total liabilities	3,043	2,990
Stockholders' equity (deficit)	2,488	2,591
Total liabilities and stockholders' equity	5,531	5,581
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	5	15	32	41
Receivables, net	16	15
Inventories	18	17
Other current assets	2	1
Total current assets	41	48
Property and equipment, net	2	2
Intangible assets, net	1	2
Deferred tax asset	2	2
Total assets	46	54
Current liabilities:
Accounts payable	11	9
Accrued compensation and benefits	2	3
Intercompany payables	1
Other current liabilities	6	7
Total current liabilities	20	19
Long-term debt, excluding current installments	61
Other liabilities	2	3
Total liabilities	83	22
Stockholders' equity (deficit)	(37)	32
Total liabilities and stockholders' equity	46	54
HD Supply, Inc. (Total HDS)
Current assets:
Cash and cash equivalents	73	266	85	111
Receivables, net	904	872
Inventories	831	770
Current assets of discontinued operations		43
Other current assets	37	29
Total current assets	1,845	1,980
Property and equipment, net	303	310
Goodwill	2,869	2,869
Intangible assets, net	112	127
Deferred tax asset	556	685
Non-current assets of discontinued operations		20
Other assets	20	22
Total assets	5,705	6,013
Current liabilities:
Accounts payable	532	490
Accrued compensation and benefits	140	142
Current installments of long-term debt	14	9
Current liabilities of discontinued operations		30
Other current liabilities	157	199
Total current liabilities	843	870
Long-term debt, excluding current installments	3,798	4,302
Non-current liabilities of discontinued operations		1
Other liabilities	106	98
Total liabilities	4,747	5,271
Stockholders' equity (deficit)	958	742	$ (760)	(768)
Total liabilities and stockholders' equity	5,705	6,013
Holdings
Current assets:
Cash and cash equivalents	2	3		$ 4
Total current assets	2	3
Investment in subsidiaries	958	742
Total assets	960	745
Current liabilities:
Stockholders' equity (deficit)	960	745
Total liabilities and stockholders' equity	$ 960	$ 745

GUARANTOR SUBSIDIARIES - CON144

GUARANTOR SUBSIDIARIES - CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	$ 513	$ 422	$ 295
Cash flows from investing activities
Capital expenditures	(81)	(86)	(119)
Proceeds from sales of property and equipment	32	3	5
Proceeds from sales of businesses, net	28	809	198
Net cash provided by (used in) investing activities	(21)	726	84
Cash flows from financing activities
Proceeds from stock options exercised	33	74	48
Purchase of treasury shares	(34)	(71)	(52)
Borrowings of long-term debt	1,547	287	1,270
Repayments of long-term debt	(2,631)	(1,152)	(1,385)
Borrowings on long-term revolver	689	784	878
Repayments on long-term revolver	(269)	(880)	(1,142)
Debt issuance and modification fees	(19)	(6)	(21)
Other financing activities	(3)	2
Net cash provided by (used in) financing activities	(687)	(962)	(404)
Effect of exchange rates on cash	1	(2)	(5)
Increase (decrease) in cash and cash equivalents	(194)	184	(30)
Cash and cash equivalents at beginning of period	269	85	115
Cash and cash equivalents at end of period	75	269	85
Eliminations
Cash flows from investing activities
(Investments in) return of capital in equity affiliates	(71)	(34)	(27)
Proceeds from (payments of) intercompany notes	(43)	16	(25)
Net cash provided by (used in) investing activities	(114)	(18)	(52)
Cash flows from financing activities
Equity contribution (return of capital)	71	34	27
Borrowings from (repayments to) intercompany notes	43	(16)	25
Net cash provided by (used in) financing activities	114	18	52
HDS (Debt Issuer)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	524	329	191
Cash flows from investing activities
Capital expenditures	(17)	(18)	(17)
Proceeds from sales of property and equipment			1
Proceeds from sales of businesses, net	28	809	198
(Investments in) return of capital in equity affiliates	71	34	27
Net cash provided by (used in) investing activities	82	825	209
Cash flows from financing activities
Borrowings from (repayments to) intercompany notes	(43)	16	(25)
Borrowings of long-term debt	1,547	287	1,270
Repayments of long-term debt	(2,631)	(1,152)	(1,385)
Borrowings on long-term revolver	629	784	878
Repayments on long-term revolver	(269)	(880)	(1,142)
Debt issuance and modification fees	(19)	(6)	(21)
Other financing activities	(2)	2
Net cash provided by (used in) financing activities	(788)	(949)	(425)
Increase (decrease) in cash and cash equivalents	(182)	205	(25)
Cash and cash equivalents at beginning of period	233	28	53
Cash and cash equivalents at end of period	51	233	28
Subsidiary Guarantors
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	(12)	75	81
Cash flows from investing activities
Capital expenditures	(63)	(67)	(102)
Proceeds from sales of property and equipment	32	3	4
Proceeds from (payments of) intercompany notes	43	(16)	25
Net cash provided by (used in) investing activities	12	(80)	(73)
Cash flows from financing activities
Equity contribution (return of capital)		(2)
Other financing activities	(1)
Net cash provided by (used in) financing activities	(1)	(2)
Increase (decrease) in cash and cash equivalents	(1)	(7)	8
Cash and cash equivalents at beginning of period	18	25	17
Cash and cash equivalents at end of period	17	18	25
Non-Guarantor Subsidiaries
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	1	18	23
Cash flows from investing activities
Capital expenditures	(1)	(1)
Net cash provided by (used in) investing activities	(1)	(1)
Cash flows from financing activities
Equity contribution (return of capital)	(71)	(32)	(27)
Borrowings on long-term revolver	60
Net cash provided by (used in) financing activities	(11)	(32)	(27)
Effect of exchange rates on cash	1	(2)	(5)
Increase (decrease) in cash and cash equivalents	(10)	(17)	(9)
Cash and cash equivalents at beginning of period	15	32	41
Cash and cash equivalents at end of period	5	15	32
HD Supply, Inc. (Total HDS)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Net cash flows from operating activities	513	422	295
Cash flows from investing activities
Capital expenditures	(81)	(86)	(119)
Proceeds from sales of property and equipment	32	3	5
Proceeds from sales of businesses, net	28	809	198
Net cash provided by (used in) investing activities	(21)	726	84
Cash flows from financing activities
Borrowings of long-term debt	1,547	287	1,270
Repayments of long-term debt	(2,631)	(1,152)	(1,385)
Borrowings on long-term revolver	689	784	878
Repayments on long-term revolver	(269)	(880)	(1,142)
Debt issuance and modification fees	(19)	(6)	(21)
Other financing activities	(3)	2
Net cash provided by (used in) financing activities	(686)	(965)	(400)
Effect of exchange rates on cash	1	(2)	(5)
Increase (decrease) in cash and cash equivalents	(193)	181	(26)
Cash and cash equivalents at beginning of period	266	85	111
Cash and cash equivalents at end of period	73	266	85
Holdings
Cash flows from financing activities
Proceeds from stock options exercised	33	74	48
Purchase of treasury shares	(34)	(71)	(52)
Net cash provided by (used in) financing activities	(1)	3	(4)
Increase (decrease) in cash and cash equivalents	(1)	3	(4)
Cash and cash equivalents at beginning of period	3		$ 4
Cash and cash equivalents at end of period	$ 2	$ 3

QUARTERLY FINANCIAL DATA (UN145

QUARTERLY FINANCIAL DATA (UNAUDITED) - Tabular Disclosure (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Jan. 29, 2017	Oct. 30, 2016	Jul. 31, 2016	May 01, 2016	Jan. 31, 2016	Nov. 01, 2015	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
QUARTERLY FINANCIAL DATA (UNAUDITED)
Net sales	$ 1,634	$ 2,008	$ 2,016	$ 1,781	$ 1,584	$ 1,942	$ 1,937	$ 1,660	$ 7,439	$ 7,123	$ 6,682
Gross profit	560	683	680	609	534	648	648	559	2,532	2,389	2,195
Income (loss) from continuing operations	90	107	168	(22)	973	15	104	234	204	1,326	(38)
Income (loss) from discontinued operations		(4)	(4)		(102)	235	5	8	(8)	146	41
Net income	$ 52	$ 60	$ 98	$ (14)	$ 871	$ 250	$ 109	$ 242	$ 196	$ 1,472	$ 3
Basic earnings (loss) per share
Income (loss) from continuing operations (in dollars per share)	$ 0.26	$ 0.32	$ 0.51	$ (0.07)	$ 4.91	$ 0.08	$ 0.53	$ 1.20	$ 1.02	$ 6.73	$ (0.20)
Income (loss) from discontinued operations(in dollar per share)		(0.02)	(0.02)		(0.51)	1.19	0.03	0.04	(0.04)	0.74	0.21
Net income (loss) (in dollars per share)	0.26	0.30	0.49	(0.07)	4.39	1.27	0.55	1.24	0.98	7.47	0.02
Diluted earnings (loss) per share
Income (loss) from continuing operations (in dollars per share)	0.26	0.32	0.51	(0.07)	4.84	0.07	0.52	1.17	1.01	6.59	(0.20)
Income (Loss) from Discontinued Operations (in dollars per share)		(0.02)	(0.02)		(0.51)	1.17	0.02	0.04	(0.04)	0.73	0.21
Net income (loss) (in dollars per share)	$ 0.26	$ 0.30	$ 0.49	$ (0.07)	$ 4.33	$ 1.24	$ 0.54	$ 1.21	$ 0.97	$ 7.31	$ 0.02

QUARTERLY FINANCIAL DATA (UN146

QUARTERLY FINANCIAL DATA (UNAUDITED) - Extinguishment of Debt (Details) - USD ($) $ in Millions	3 Months Ended
	Oct. 30, 2016	May 01, 2016
QUARTERLY FINANCIAL DATA (UNAUDITED)
Loss on extinguishment of debt	$ 59	$ 115

QUARTERLY FINANCIAL DATA (UN147

QUARTERLY FINANCIAL DATA (UNAUDITED) - Tax Settlement with IRS (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Aug. 02, 2015	May 03, 2015	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
QUARTERLY FINANCIAL DATA (UNAUDITED)
Income tax benefit		$ 189		$ 189
Loss on extinguishment & modification of debt	$ 100		$ 179	$ 100	$ 108

QUARTERLY FINANCIAL DATA (UN148

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 149

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. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Beginning of Period	$ 14	$ 16	$ 18
Acquisition or Disposition of Business Adjustment	(1)	(1)
Charges to Expense / (Income)	6	7	6
Doubtful Accounts Written Off, Net	(6)	(8)	(8)
Balance at End of Period	$ 13	$ 14	$ 16

SCHEDULE II - VALUATION AND 150

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS - Deferred Tax Valuation Allowances (Details) - Deferred Tax Valuation Allowances - USD ($) $ in Millions	12 Months Ended
	Jan. 29, 2017	Jan. 31, 2016	Feb. 01, 2015
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Beginning of Period	$ 6	$ 1,013	$ 996
Charges to Expense (Benefit)	(1)	(1,007)	17
Balance at End of Period	$ 5	$ 6	$ 1,013