HD Supply 10-Q 9 Jun 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	3-May-15	Jun. 05, 2015
Document and Entity Information
Entity Registrant Name	HD Supply Holdings, Inc.
Entity Central Index Key	1573097
Document Type	10-Q
Document Period End Date	3-May-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-30
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		198,273,773
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (HD Supply Holdings, Inc.) (USD $)	3 Months Ended
In Millions, except Share data in Thousands, unless otherwise specified	3-May-15	4-May-14
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Net Sales	$2,221	$2,094
Cost of sales	1,572	1,491
Gross Profit	649	603
Operating expenses:
Selling, general and administrative	447	426
Depreciation and amortization	35	58
Restructuring		3
Total operating expenses	482	487
Operating Income	167	116
Interest expense	106	116
Loss on extinguishment & modification of debt		2
Other (income) expense, net		1
Income (Loss) From Continuing Operations Before Provision for Income Taxes	61	-3
Provision (benefit) for income taxes	-181	1
Income (Loss) from Continuing Operations	242	-4
Income (Loss) from discontinued operations, net of tax		-8
Net Income (Loss)	242	-12
Other comprehensive income - foreign currency translation adjustment	5	1
Total Comprehensive Income (Loss)	$247	($11)
Weighted average common shares outstanding (thousands)
Basic	195,347	192,859
Diluted	200,716	192,859
Basic Earnings Per Share:
Income (Loss) from Continuing Operations (in dollars per share)	$1.24	($0.02)
Income (Loss) from Discontinued Operations (in dollars per share)		($0.04)
Net income (loss)	$1.24	($0.06)
Diluted Earnings Per Share:
Income (Loss) from Continuing Operations (in dollars per share)	$1.21	($0.02)
Income (Loss) from Discontinued Operations (in dollars per share)		($0.04)
Net income (loss)	$1.21	($0.06)

CONSOLIDATED_BALANCE_SHEETS_HD

CONSOLIDATED BALANCE SHEETS (HD Supply Holdings, Inc.) (USD $)	3-May-15	Feb. 01, 2015
In Millions, unless otherwise specified
Current assets:
Cash and cash equivalents	$155	$85
Receivables, less allowance for doubtful accounts of $15 and $16	1,166	1,088
Inventories	1,183	1,069
Deferred tax asset	11	9
Other current assets	60	47
Total current assets	2,575	2,298
Property and equipment, net	369	372
Goodwill	3,071	3,071
Intangible assets, net	192	200
Other assets	114	119
Total assets	6,321	6,060
Current liabilities:
Accounts payable	887	688
Accrued compensation and benefits	87	161
Current installments of long-term debt		34
Other current liabilities	201	252
Total current liabilities	1,175	1,135
Long-term debt, excluding current installments	5,361	5,223
Deferred tax liabilities	173	166
Other liabilities	110	296
Total liabilities	6,819	6,820
Stockholders' equity (deficit):
Common stock, par value $0.01; 1 billion shares authorized; 198.5 million and 196.0 million shares issued and outstanding at May 3, 2015 and February 1, 2015, respectively	2	2
Paid-in capital	3,842	3,818
Accumulated deficit	-4,315	-4,540
Accumulated other comprehensive loss	-23	-28
Treasury stock, at cost, 0.1 million and 0.4 million shares at May 3, 2015 and February 1, 2015, respectively	-4	-12
Total stockholders' equity (deficit)	-498	-760
Total liabilities and stockholders' equity (deficit)	$6,321	$6,060

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (HD Supply Holdings, Inc.) (USD $)	3-May-15	Feb. 01, 2015
In Millions, except Share data, unless otherwise specified
CONSOLIDATED BALANCE SHEETS
Receivables, allowance for doubtful accounts (in dollars)	$15	$16
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	198,500,000	196,000,000
Common stock, shares outstanding	198,500,000	196,000,000
Treasury stock, shares	100,000	400,000

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (HD Supply Holdings, Inc.) (USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15	4-May-14
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$242	($12)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	36	63
Provision for uncollectibles	1	3
Non-cash interest expense	7	6
Payment of PIK interest & discounts upon extinguishment of debt	-1	-1
Loss on extinguishment & modification of debt		2
Stock-based compensation expense	5	5
Deferred income taxes	6
Other	-2	1
Changes in assets and liabilities:
(Increase) decrease in receivables	-76	-108
(Increase) decrease in inventories	-112	-108
(Increase) decrease in other current assets	-14	5
Increase (decrease) in accounts payable and accrued liabilities	66	22
Increase (decrease) in other long-term liabilities	-182	3
Net cash provided by (used in) operating activities	-23	-119
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	-24	-28
Proceeds from sales of property and equipment	1
Net cash provided by (used in) investing activities	-23	-28
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under employee benefit plans	19	20
Purchase of treasury shares	-8
Borrowings of long-term debt		20
Repayments of long-term debt	-16	-22
Borrowings on long-term revolver debt	307	275
Repayments on long-term revolver debt	-188	-85
Debt issuance and modification costs		-3
Other financing activities		-1
Net cash provided by (used in) financing activities	114	204
Effect of exchange rates on cash and cash equivalents	2	1
Increase (decrease) in cash and cash equivalents	70	58
Cash and cash equivalents at beginning of period	85	115
Cash and cash equivalents at end of period	$155	$173

CONSOLIDATED_STATEMENTS_OF_OPE1

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (HD Supply, Inc.) (USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15	4-May-14
Net Sales	$2,221	$2,094
Cost of sales	1,572	1,491
Gross Profit	649	603
Operating expenses:
Selling, general and administrative	447	426
Depreciation and amortization	35	58
Restructuring		3
Total operating expenses	482	487
Operating Income	167	116
Interest expense	106	116
Loss on extinguishment & modification of debt		2
Other (income) expense, net		1
Income (Loss) From Continuing Operations Before Provision for Income Taxes	61	-3
Provision (benefit) for income taxes	-181	1
Income (Loss) from Continuing Operations	242	-4
Income (loss) from discontinued operations, net of tax		-8
Net Income (Loss)	242	-12
Other comprehensive income - foreign currency translation adjustment	5	1
Total Comprehensive Income (Loss)	247	-11
HD Supply, Inc
Net Sales	2,221	2,094
Cost of sales	1,572	1,491
Gross Profit	649	603
Operating expenses:
Selling, general and administrative	447	426
Depreciation and amortization	35	58
Restructuring		3
Total operating expenses	482	487
Operating Income	167	116
Interest expense	106	116
Loss on extinguishment & modification of debt		2
Other (income) expense, net		1
Income (Loss) From Continuing Operations Before Provision for Income Taxes	61	-3
Provision (benefit) for income taxes	-181	1
Income (Loss) from Continuing Operations	242	-4
Income (loss) from discontinued operations, net of tax		-8
Net Income (Loss)	242	-12
Other comprehensive income - foreign currency translation adjustment	5	1
Total Comprehensive Income (Loss)	$247	($11)

CONSOLIDATED_BALANCE_SHEETS_HD1

CONSOLIDATED BALANCE SHEETS (HD Supply, Inc.) (USD $)	3-May-15	Feb. 01, 2015
In Millions, unless otherwise specified
Current assets:
Cash and cash equivalents	$155	$85
Receivables, less allowance for doubtful accounts of $15 and $16	1,166	1,088
Inventories	1,183	1,069
Deferred tax asset	11	9
Other current assets	60	47
Total current assets	2,575	2,298
Property and equipment, net	369	372
Goodwill	3,071	3,071
Intangible assets, net	192	200
Other assets	114	119
Total assets	6,321	6,060
Current liabilities:
Accounts payable	887	688
Accrued compensation and benefits	87	161
Current installments of long-term debt		34
Other current liabilities	201	252
Total current liabilities	1,175	1,135
Long-term debt, excluding current installments	5,361	5,223
Deferred tax liabilities	173	166
Other liabilities	110	296
Total liabilities	6,819	6,820
Stockholder's equity (deficit):
Common stock, par value $0.01; 1,000 shares authorized; 1,000 shares issued and outstanding	2	2
Paid-in capital	3,842	3,818
Accumulated deficit	-4,315	-4,540
Accumulated other comprehensive loss	-23	-28
Total stockholders' equity (deficit)	-498	-760
Total liabilities and stockholders' equity (deficit)	6,321	6,060
HD Supply, Inc
Current assets:
Cash and cash equivalents	144	85
Receivables, less allowance for doubtful accounts of $15 and $16	1,166	1,088
Inventories	1,183	1,069
Deferred tax asset	11	9
Other current assets	60	47
Total current assets	2,564	2,298
Property and equipment, net	369	372
Goodwill	3,071	3,071
Intangible assets, net	192	200
Other assets	114	119
Total assets	6,310	6,060
Current liabilities:
Accounts payable	887	688
Accrued compensation and benefits	87	161
Current installments of long-term debt		34
Other current liabilities	200	252
Total current liabilities	1,174	1,135
Long-term debt, excluding current installments	5,361	5,223
Deferred tax liabilities	173	166
Other liabilities	110	296
Total liabilities	6,818	6,820
Stockholder's equity (deficit):
Common stock, par value $0.01; 1,000 shares authorized; 1,000 shares issued and outstanding
Paid-in capital	3,773	3,768
Accumulated deficit	-4,258	-4,500
Accumulated other comprehensive loss	-23	-28
Total stockholders' equity (deficit)	-508	-760
Total liabilities and stockholders' equity (deficit)	$6,310	$6,060

CONSOLIDATED_BALANCE_SHEETS_Pa1

CONSOLIDATED BALANCE SHEETS (Parenthetical) (HD Supply, Inc.) (USD $)	3-May-15	Feb. 01, 2015
In Millions, except Share data, unless otherwise specified
Receivables, allowance for doubtful accounts (in dollars)	$15	$16
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	198,500,000	196,000,000
Common stock, shares outstanding	198,500,000	196,000,000
HD Supply, Inc
Receivables, allowance for doubtful accounts (in dollars)	$15	$16
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_CAS1

CONSOLIDATED STATEMENTS OF CASH FLOWS (HD Supply, Inc.) (USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15	4-May-14
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$242	($12)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	36	63
Provision for uncollectibles	1	3
Non-cash interest expense	7	6
Payment of PIK interest & discounts upon extinguishment of debt	-1	-1
Loss on extinguishment & modification of debt		2
Stock-based compensation expense	5	5
Deferred income taxes	6
Other	-2	1
Changes in assets and liabilities:
(Increase) decrease in receivables	-76	-108
(Increase) decrease in inventories	-112	-108
(Increase) decrease in other current assets	-14	5
Increase (decrease) in accounts payable and accrued liabilities	66	22
Increase (decrease) in other long-term liabilities	-182	3
Net cash provided by (used in) operating activities	-23	-119
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	-24	-28
Proceeds from sales of property and equipment	1
Net cash provided by (used in) investing activities	-23	-28
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt		20
Repayments of long-term debt	-16	-22
Borrowings on long-term revolver debt	307	275
Repayments on long-term revolver debt	-188	-85
Debt issuance and modification costs		-3
Other financing activities		-1
Net cash provided by (used in) financing activities	114	204
Effect of exchange rates on cash and cash equivalents	2	1
Increase (decrease) in cash and cash equivalents	70	58
Cash and cash equivalents at beginning of period	85	115
Cash and cash equivalents at end of period	155	173
HD Supply, Inc
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	242	-12
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	36	63
Provision for uncollectibles	1	3
Non-cash interest expense	7	6
Payment of PIK interest & discounts upon extinguishment of debt		-1
Loss on extinguishment & modification of debt		2
Stock-based compensation expense	5	5
Deferred income taxes	6
Other	-2	1
Changes in assets and liabilities:
(Increase) decrease in receivables	-76	-108
(Increase) decrease in inventories	-112	-108
(Increase) decrease in other current assets	-14	5
Increase (decrease) in accounts payable and accrued liabilities	66	22
Increase (decrease) in other long-term liabilities	-182	3
Net cash provided by (used in) operating activities	-23	-119
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	-24	-28
Proceeds from sales of property and equipment	1
Net cash provided by (used in) investing activities	-23	-28
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt		20
Repayments of long-term debt	-16	-22
Borrowings on long-term revolver debt	307	275
Repayments on long-term revolver debt	-188	-85
Debt issuance and modification costs		-3
Other financing activities		-1
Net cash provided by (used in) financing activities	103	184
Effect of exchange rates on cash and cash equivalents	2	1
Increase (decrease) in cash and cash equivalents	59	38
Cash and cash equivalents at beginning of period	85	111
Cash and cash equivalents at end of period	$144	$149

NATURE_OF_BUSINESS_AND_BASIS_O

NATURE OF BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
	3-May-15
NATURE OF BUSINESS AND BASIS OF PRESENTATION
NATURE OF BUSINESS AND BASIS OF PRESENTATION	NOTE 1 — NATURE OF BUSINESS AND BASIS OF PRESENTATION
	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 & Power; and Specialty Construction. Through approximately 650 locations across 48 U.S. states and seven Canadian provinces, the Company serves these markets with an integrated go-to-market strategy. HD Supply has approximately 15,000 associates delivering localized, customer-tailored products, services and expertise. The Company serves approximately 500,000 customers, which include contractors, maintenance professionals, home builders, industrial businesses, and government entities. HD Supply’s broad range of end-to-end product lines and services include over one million 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 four reportable segments. The reportable segments are Facilities Maintenance, Waterworks, Power Solutions, and Construction & Industrial - White Cap. Other operating segments include Home Improvement Solutions, Interior Solutions, and HD Supply Canada. In addition, the consolidated financial statements include Corporate, which is comprised of enterprise-wide functional departments.
	Basis of Presentation
	In management’s opinion, the unaudited financial information for the interim periods presented includes all adjustments necessary for a fair statement of the results of operations, financial position, and cash flows.  All adjustments are of a normal recurring nature unless otherwise disclosed.  Revenues, expenses, assets and liabilities can vary during each quarter of the year.  Therefore, the results and trends in these interim financial statements may not be the same as those for the full year.  For a more complete discussion of the Company’s significant accounting policies and other information, you should read this report in conjunction with its annual report on Form 10-K, for the year ended February 1, 2015, which includes all disclosures required by generally accepted accounting principles (“GAAP”). Certain amounts in the prior-period financial statements have been reclassified to conform to the current period’s presentation.
	Fiscal Year
	HD Supply’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31.  Fiscal years ending January 31, 2016 (“fiscal 2015”) and February 1, 2015 (“fiscal 2014”) both include 52 weeks.  The three months ended May 3, 2015 (“first quarter 2015”) and May 4, 2014 (“first quarter 2014”) both include 13 weeks.
	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.
	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 GAAP. Actual results could differ from these estimates.
	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 May 3, 2015 and February 1, 2015, self-insurance reserves totaled approximately $96 million and $92 million, respectively.

DISCONTINUED_OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	3-May-15
DISCONTINUED OPERATIONS.
DISCONTINUED OPERATIONS	NOTE 2 — DISCONTINUED OPERATIONS
	In January 2015, the Company sold substantially all of the assets of its Hardware Solutions business to Home Depot. The Company received cash proceeds of approximately $198 million, net of $2 million of transaction costs. As a result of the sale, the Company recorded an $8 million pre-tax gain in fiscal 2014.
	In January 2014, the Company approved the disposal of Litemor, a specialty lighting distributor within the Company’s HD Supply Canada business. During fiscal 2014, the Company finalized the disposal process of Litemor through liquidation and branch sales, resulting in a pre-tax loss on disposal of $15 million, which includes cash and non-cash charges.
	Summary Financial Information
	In accordance with Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations, the results of the Hardware Solutions and Litemor’s 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):
		Three Months Ended
		May 3, 2015		May 4, 2014
	Net sales	$	—	$	83
	Gain (loss) on disposal of discontinued operations	—		(14		)
	Income (loss) before provision for income taxes	$	—	$	(11	)
	Provision for income taxes	—		3
	Income (loss) from discontinued operations, net of tax	$	—	$	(8	)

DEBT

DEBT	3 Months Ended
	3-May-15
DEBT
DEBT	NOTE 3 — DEBT
	HDS’s long-term debt as of May 3, 2015 and February 1, 2015 consisted of the following (dollars in millions):
			May 3, 2015			February 1, 2015
			Outstanding		Interest Rate	Outstanding			Interest Rate
			Principal		-1%	Principal			-1%
	Senior ABL Facility due 2018		$	215	1.68	$	96		2.02
	Term Loans due 2018, net of unamortized discount of $13 million and $14 million		946		4	961			4
	December 2014 First Priority Notes due 2021		1,250		5.25	1,250			5.25
	April 2012 Second Priority Notes due 2020		675		11	675			11
	October 2012 Senior Unsecured Notes due 2020		1,000		11.5	1,000			11.5
	February 2013 Senior Unsecured Notes due 2020		1,275		7.5	1,275			7.5
	Total long-term debt		$	5,361		$	5,257
	Less current installments		—			(34		)
	Long-term debt, excluding current installments		$	5,361		$	5,223
		-1		Represents the stated rate of interest, without including the effect of discounts.
	Senior Credit Facilities
	Asset Based Lending Facility
	HDS’s Senior Asset Based Lending Facility (“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 are 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.  A portion of the Senior ABL Facility is available for letters of credit and swingline loans. As of May 3, 2015, HDS has $1,101 million of additional available borrowings under the Senior ABL Facility (after giving effect to the borrowing base limitations and approximately $34 million in letters of credit issued and including $41 million of borrowings available on qualifying cash balances).
	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 London Interbank Offered Rate (“LIBOR”) plus an applicable margin or Prime Rate plus an applicable margin and (ii) in the case of Canadian dollar-denominated loans, either the BA rate plus an applicable margin or the Canadian Prime Rate plus an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the Senior ABL Facility agreement, based on average excess availability for the previous fiscal quarter. The Senior ABL Facility also contains a letter of credit fee computed at a rate per annum equal to the Applicable Margin (as defined in the agreement) then in effect for LIBOR Loans and an unused commitment fee subject to a pricing grid, as included in the Senior ABL Facility agreement, based on the Average Daily Used Percentage (as defined in the agreement).
	The Senior ABL Facility also permits HDS to add one or more incremental term loan facilities to be included in the Senior ABL Facility or one or more revolving credit facility commitments to be included in the Senior ABL Facility. The Senior ABL Facility will mature on June 28, 2018 (or the maturity date under HDS’s Term Loan Facility, if earlier).
	Senior Secured Term Loan Facility
	HDS’s Senior Term 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 $1,000 million. The Term Loan Facility will mature on June 28, 2018 (the ‘‘Term Loan Maturity Date’’). The Term Loans amortize in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount of the Term Loan Facility with the balance payable on the Term Loan Maturity Date.
	During the first quarter of fiscal 2015 and in accordance with the annual excess cash flow (“ECF”) provisions of the Term Loan Facility, the Company offered a prepayment of $34 million based on the ECF calculation for fiscal year 2014.  The lenders in the Term Loan Facility accepted $16 million, which the Company paid on March 30, 2015. As a result of the prepayment, the next amortizing payment on the Term Loan Facility will be in the third quarter of fiscal 2016.
	The Term Loan bears interest at LIBOR (subject to a floor of 1%) plus a borrowing margin of 3% or Prime plus a borrowing margin of 2% at HDS’s election, payable at the end of each calendar quarter with respect to Prime rate draws or at the maturity of each LIBOR draw (unless a draw is for a six-, nine-, or twelve-month period, then interest shall be paid quarterly). The Term Loans may be repaid at any time without penalty or premium.
	On February 6, 2014, HDS amended its Term Loan Facility to reduce the applicable margin for borrowings by 25 basis points and reduce the LIBOR floor from 1.25% to 1.00%. The amendment also added a new soft call provision applicable to optional prepayment of term loans and extended the maturity of the term loans by approximately nine months, to June 28, 2018.
	Secured Notes
	5.25% Senior Secured First Priority Notes due 2021
	HDS issued $1,250 million of December 2014 First Priority Notes (the “December 2014 First Priority Notes”) under an Indenture, dated December 4, 2014  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.
	Redemption
	HDS may redeem the December 2014 First Priority Notes, in whole or in part, at any time (1) prior to December 15, 2017, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium set forth in the Indenture and (2) on and after December 15, 2017, at the applicable redemption price set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on December 15 of the year set forth below.
	Year		Percentage
	2017		103.938	%
	2018		102.625	%
	2019		101.313	%
	2020 and thereafter		100.000	%
	In addition, at any time prior to December 15, 2017, HDS may redeem on one or more occasions up to 40% of the aggregate principal amount of the December 2014 First Priority Notes with the proceeds of certain equity offerings at a redemption price of 105.25% of the principal amount in respect of the December 2014 First Priority Notes being redeemed, plus accrued and unpaid interest to the redemption date, provided, however, that if the December 2014 First Priority Notes are redeemed, an aggregate principal amount of December 2014 First Priority Notes equal to at least 50% of the aggregate principal amount of December 2014 First Priority Notes must remain outstanding immediately after each such redemption of December 2014 First Priority Notes.
	11% Senior Secured Second Priority Notes due 2020
	HDS’s 11% Senior Secured Second Priority Notes due 2020 (the ‘‘April 2012 Second Priority Notes’’) bear interest at a rate of 11% per annum and will mature on April 15, 2020.  Interest is paid semi-annually in arrears on April 15th and October 15th of each year.
	Redemption
	HDS may redeem the April 2012 Second Priority Notes, in whole or in part, at any time (1) prior to April 15, 2016, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium set forth in the indenture governing the April 2012 Second Priority Notes and (2) on and after April 15, 2016, at the applicable redemption price set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on April 15 of the year set forth below.
	Year		Percentage
	2016		105.500	%
	2017		102.750	%
	2018 and thereafter1		00.000	%
	Collateral
	The December 2014 First Priority Notes 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 December 2014 First Priority Notes and the related guarantees have a second-priority security interest), including pledges of all Capital Stock of HDS’s 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 indenture governing the December 2014 First Priority Notes ) and Excluded Subsidiary Securities (as defined in the indenture governing the December 2014 First Priority Notes) (the “Cash Flow Priority Collateral”).
	The April 2012 Second Priority Notes and the related guarantees are secured by a second-priority security interest in the Cash Flow Priority Collateral, subject to permitted liens. In addition, the April 2012 Second Priority Notes and the related guarantees are secured by a third-priority security interest in the ABL Priority Collateral, subject to permitted liens.
	The indentures governing the December 2014 First Priority Notes, the April 2012 Second Priority Notes 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 and April 2012 Second 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).
	Unsecured Notes
	11.5% Senior Unsecured Notes due 2020
	HDS’s 11.5% Senior Unsecured Notes due 2020 (the ‘‘October 2012 Senior Unsecured Notes’’) bear interest at 11.5% per annum and will mature on July 15, 2020. Interest is paid semi-annually in arrears on April 15th and October 15th of each year.
	Redemption
	HDS may redeem the October 2012 Senior Unsecured Notes, in whole or in part, at any time (1) prior to October 15, 2016, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium set forth in the indenture governing the 11.5% Senior Notes and (2) on and after October 15, 2016, at the applicable redemption price set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on October 15 of the year set forth below.
	Year		Percentage
	2016		105.750	%
	2017		102.875	%
	2018 and thereafter		100.000	%
	In addition, at any time prior to October 15, 2015, HDS may redeem up to 35% of the aggregate principal amount of the October 2012 Senior Unsecured Notes with the proceeds of certain equity offerings at a redemption price of 111.50% of the principal amount in respect of the October 2012 Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to the redemption date, provided, however, that if the October 2012 Senior Unsecured Notes are redeemed, an aggregate principal amount of the October 2012 Senior Unsecured Notes equal to at least 50% of the original aggregate principal amount of the October 2012 Senior Unsecured Notes must remain outstanding immediately after each such redemption of the October 2012 Senior Unsecured Notes.
	7.5% Senior Unsecured Notes due 2020
	HDS’s 7.5% Senior Unsecured Notes due 2020 (the ‘‘February 2013 Senior Unsecured Notes’’) bear interest at 7.5% per annum and will mature on July 15, 2020. Interest is paid semi-annually in arrears on April 15th and October 15th of each year.
	Redemption
	HDS may redeem the February 2013 Senior Unsecured Notes, in whole or in part, at any time (1) prior to October 15, 2016, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium set forth in the indenture governing the February 2013 Senior Notes and (2) on and after October 15, 2016, at the applicable redemption price set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on October 15 of the year set forth below.
	Year		Percentage
	2016		103.750	%
2017		101.875	%
2018 and thereafter		100.000	%
In addition, at any time prior to October 15, 2015, HDS may redeem up to 35% of the aggregate principal amount of the February 2013 Senior Unsecured Notes with the proceeds of certain equity offerings at a redemption price of 107.50% of the principal amount in respect of the February 2013 Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to the redemption date, provided, however, that if the February 2013 Senior Unsecured Notes are redeemed, an aggregate principal amount of the February 2013 Senior Unsecured Notes equal to at least 50% of the original aggregate principal amount of the February 2013 Senior Unsecured Notes must remain outstanding immediately after each such redemption of the February 2013 Senior Unsecured Notes.
Debt covenants
HDS’s outstanding debt agreements contain various restrictive covenants including, but not limited to, limitations on additional indebtedness and dividend payments and stipulations regarding the use of proceeds from asset dispositions. As of May 3, 2015, HDS is in compliance with all such covenants that were in effect on such date.

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	3-May-15
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 4 — 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 May 3, 2015 and February 1, 2015 (amounts in millions):
			As of May 3, 2015				As of February 1, 2015
			Recorded		Estimated Fair		Recorded		Estimated Fair
			Amount(1)		Value		Amount(1)		Value
	Senior ABL Facility		$	215	$	211	$	96	$	95
	Term Loans and Notes		5,159		5,572		5,175		5,504
	Total		$	5,374	$	5,783	$	5,271	$	5,599
		-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.
	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	3 Months Ended
	3-May-15
INCOME TAXES
INCOME TAXES	NOTE 5 — INCOME TAXES
	For the three months ended May 3, 2015, the Company’s combined federal, state, and foreign effective tax rate for continuing operations is a 295% benefit. The benefit was mainly driven by a decrease of $189 million in the Company’s unrecognized U.S. federal and state tax benefits related to the February 19, 2015 approval and finalization of the Tentative Settlement (as defined in “Note 9, Commitment and Contingencies”) by the Joint Committee of Taxation.  In addition, the Company’s rate was impacted by the utilization of deferred tax assets which had previously been subject to a valuation allowance, increasing the deferred tax liability for U.S. goodwill amortization for tax purposes, and the accrual of income taxes for foreign and certain state jurisdictions. 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.
	An increase in U.S. pre-tax book income resulted in the utilization of net deferred tax assets including U.S. tax net operating losses that were subject to a valuation allowance. The overall decrease in the valuation allowance was partially offset by an increase 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 is considered 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 Company does not believe it is “more likely than not” it will realize its U.S. deferred tax assets equal to the deferred liability created by tax deductible goodwill. During the three months ended May 3, 2015, the impact of the tax amortization of the indefinite lived intangibles on tax expense was a $6 million increase.
	As of February 1, 2015, the Company’s unrecognized tax benefits in accordance with the income taxes principles of GAAP (ASC 740, Income Taxes) were $187 million. During the three months ended May 3, 2015, the Company’s unrecognized tax benefits decreased by $178 million to $9 million primary driven by IRS and state audit settlements. During the three months ended May 3, 2015, the Company’s interest accrual related to unrecognized tax benefits decreased by $28 million.  The Company’s ending net accrual for interest and penalties related to unrecognized tax benefits as of February 1, 2015 was $29 million and decreased to $1 million as of May 3, 2015.  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.
	At February 1, 2015 and May 3, 2015, the Company’s valuation allowance on its U.S. deferred tax assets was approximately $1,013 million and $943 million, respectively. Each reporting period we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Through fiscal 2013 the Company’s history of U.S. operating losses limited the weight we could apply to other subjective evidence such as the Company’s projections for future profitability.  With the Company’s fiscal 2014 U.S. pretax income, long carryforward periods in its U.S. federal tax losses and similar carryforward periods in a significant portion of its state tax losses, and projected fiscal 2015 U.S. pretax income, we believe it is reasonably possible that sufficient positive evidence will exist during the next twelve months to release all or a significant portion of our valuation allowance on the Company’s U.S. deferred tax assets.
	See “Note 9, Commitments and Contingencies,” for discussion of the IRS audit of the Company’s U.S. federal income tax returns.

BASIC_AND_DILUTED_WEIGHTED_AVE

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES	3 Months Ended
	3-May-15
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES	NOTE 6— BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES
	The following basic and diluted weighted average common shares information is provided for HD Supply Holdings, Inc.
	The reconciliation of basic to diluted weighted average common shares for the three months ended May 3, 2015 and May 4, 2014 was as follows (in thousands):
			Three Months Ended
			May 3, 2015		May 4, 2014
	Weighted average common shares		195,347		192,859
	Effect of potentially dilutive securities:
	Stock plans		5,369		—
	Diluted weighted average common shares		200,716		192,859
	Stock plan securities excluded from dilution (1)		1,062		14,648
		-1		Represents securities not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.
	Stock plans consist of securities (stock options, restricted stock and restricted stock units) granted under Holdings’ stock-based compensation plans. Diluted weighted average common shares outstanding equals basic weighted average common shares outstanding for the three months ended May 4, 2014, as the effect of securities are anti-dilutive because the Company incurred a net loss.

SUPPLEMENTAL_BALANCE_SHEET_AND

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION	3 Months Ended
	3-May-15
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION	NOTE 7 — SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
	Receivables
	Receivables consisted of the following (amounts in millions):
		May 3, 2015		February 1, 2015
	Trade receivables, net of allowance for doubtful accounts	$	1,100	$	988
	Vendor rebate receivables	51		88
	Other receivables	15		12
	Total receivables, net	$	1,166	$	1,088
	Other Current Liabilities
	Other current liabilities consisted of the following (amounts in millions):
		HD Supply Holdings, Inc.				HD Supply, Inc.
		May 3, 2015		February 1, 2015		May 3, 2015		February 1, 2015
	Accrued interest	$	43	$	98	$	43	$	98
	Accrued non-income taxes	43		34		43		34
	Other	115		120		114		120
	Total other current liabilities	$	201	$	252	$	200	$	252
	Supplemental Cash Flow Information
	Cash paid for interest in the three months ended May 3, 2015 and May 4, 2014 was $154 million and $206 million, respectively. Additionally, during the three months ended May 4, 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 the three months ended May 3, 2015 and May 4, 2014 was approximately $3 million and $1 million, respectively.
	Significant Non-Cash Transactions
	During the three months ended May 3, 2015, Holdings retired 591,431 shares of its common stock (“Retired Shares”) held as Treasury Shares by Holdings in the amount of $17 million. All of these shares were repurchased by Holdings pursuant to the share repurchase program previously authorized.  Holdings reinstated the Retired Shares to the status of authorized but unissued shares of common stock, par value $0.01 per share, effective as of the date of retirement. In accordance with Accounting Standards Codification 505-30, Equity-Treasury Stock, Holdings reversed the $0.01 par value of the Retired Shares and the excess of the cost of the Retired Shares over par value to Retained Earnings.

BRANCH_CLOSURE_AND_CONSOLIDATI

BRANCH CLOSURE AND CONSOLIDATION ACTIVITIES	3 Months Ended
	3-May-15
BRANCH CLOSURE AND CONSOLIDATION ACTIVITIES
BRANCH CLOSURE AND CONSOLIDATION ACTIVITIES	NOTE 8—BRANCH CLOSURE AND CONSOLIDATION ACTIVITIES
	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 of approximately 150 employees in the Power Solutions business, global support center and, to a lesser extent, its other businesses.
	During the three months ended May 4, 2014, the Company continued restructuring activities under this plan, resulting in a restructuring charge of $3 million. These charges were recorded to operating expenses within the Consolidated Statement of Operations and Comprehensive Income (Loss). During fiscal 2014, the Company completed the restructuring activities under this plan.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	3-May-15
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 9 — COMMITMENTS AND CONTINGENCIES
	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 Joint Committee of Taxation.  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 5, Income Taxes,” for further disclosures on the Company’s income taxes.
	Legal Matters
	As previously reported, the Office of the United States Attorney for the Northern District of New York (U.S. Attorney) is conducting an investigation related to the activities of certain disadvantaged business enterprises (DBEs), including American Indian Builders and Suppliers, Inc. (AIB). In May 2011, in connection with that investigation, the government executed a search of an entity from which Waterworks purchased assets shortly before the search was executed.  On June 20, 2012, the government executed search warrants at two Waterworks branches.  In July 2014, the Company received a Civil Investigative Demand (“CID”) issued by the U.S. Attorney pursuant to the False Claims Act in the course of an investigation to determine whether the Company knowingly submitted false claims to the government in connection with the Company’s sales to DBEs, and, in particular, AIB, on federally funded or partially-federally funded projects. The Company is updated by the government on its investigation periodically and continues to cooperate with the investigation.
	HD Supply is involved in various legal proceedings arising in the normal course of its business. The Company establishes reserves for litigation and similar matters when those matters present loss contingencies that it determines to be both probable and reasonably estimable in accordance with ASC 450, Contingencies. In the opinion of management, based on current knowledge, all reasonably estimable and probable matters, including the United States Attorney investigation matter described above, are believed to be adequately reserved for or covered by insurance and are not expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. For all other matters, except as noted below, management believes the possibility of losses from such matters is not probable, the potential loss from such matters is not reasonably estimable, or such matters 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 if disposed of unfavorably. 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 $10 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	3 Months Ended
	3-May-15
SEGMENT INFORMATION
SEGMENT INFORMATION	NOTE 10 — 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 four 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.
		·		Power Solutions—Power Solutions distributes electrical transmission and distribution products, power plant MRO supplies and smart-grid products, and arranges materials management and procurement outsourcing for the power generation and distribution industries.
		·		Construction & Industrial - White Cap—Construction & Industrial - White Cap distributes specialized hardware, tools, engineered materials and safety products to non-residential and residential contractors.
	In addition to the reportable segments, our consolidated financial results include ‘‘Corporate & Other.’’ Corporate & Other is comprised of the following operating segments: Interior Solutions, Home Improvement Solutions and HD Supply Canada. Interior Solutions offers turnkey supply and installation services for multiple interior finish options, including flooring, cabinets, countertops, and window coverings, along with comprehensive design center services for non-residential, residential and senior living projects. Home Improvement Solutions offers light remodeling and construction supplies, kitchen and bath cabinets, windows, plumbing materials, electrical equipment and other products, primarily to small remodeling contractors and trade professionals. HD Supply Canada is an industrial distributor that primarily focuses on servicing fasteners/industrial supplies markets operating across six Canadian provinces. Corporate & Other also includes costs related to our centralized support functions, which are comprised of finance, information technology, human resources, legal, supply chain and other support services, and removes inter-segment transactions.
	The following tables present Net sales, Adjusted EBITDA, and other measures for each of the reportable segments and total continuing operations for the periods indicated (amounts in millions):
			Facilities			Waterworks			Power		Construction		Corporate &			Total
			Maintenance						Solutions		& Industrial -		Other			Continuing
											White Cap					Operations
	Three Months Ended May 3, 2015
	Net Sales		$	635		$	570		$	499	$	388	$	129		$	2,221
	Adjusted EBITDA		122			45			21		32		(12		)	208
	Depreciation(1) & Software Amortization		12			2			2		6		6			28
	Other Intangible Amortization		1			1			5		—		1			8
	Three Months Ended May 4, 2014
	Net Sales		$	604		$	551		$	461	$	344	$	134		$	2,094
	Adjusted EBITDA		109			41			18		22		(7		)	183
	Depreciation(1) & Software Amortization		12			2			1		4		8			27
	Other Intangible Amortization		20			1			5		5		1			32
		-1		Depreciation includes amounts recorded within Cost of sales in the Consolidated Statements of Operations and Comprehensive Income (Loss).
	Reconciliation to Consolidated Financial Statements
			Three Months Ended
			May 3, 2015			May 4, 2014
	Total Adjusted EBITDA		$	208		$	183
	Depreciation and amortization (1)		36			59
	Stock-based compensation		5			5
	Restructuring		—			3
	Operating income		167			116
	Interest expense, net		106			116
	Loss on extinguishment & modification of debt		—			2
	Other (income) expense, net		—			1
	Income (Loss) from Continuing Operations Before Provision for Income Taxes		61			(3		)
	Provision (benefit) for income taxes (2)		(181		)	1
	Income (loss) from continuing operations		242			(4		)
	Less Income (loss) from discontinued operations, net of tax		—			(8		)
	Net Income (loss)		$	242		$	(12	)
		-1		Depreciation and amortization includes amounts recorded within Cost of sales in the Consolidated Statements of Operations.
		-2		During the three months ended May 3, 2015, the Company recorded a reduction in unrecognized tax benefits as a result of IRS and state audit settlements. See “Note 5, Income Taxes” and “Note 9, Commitments and Contingencies” for discussion of the IRS audit settlement.

SUBSIDIARY_GUARANTORS

SUBSIDIARY GUARANTORS	3 Months Ended
	3-May-15
SUBSIDIARY GUARANTORS
SUBSIDIARY GUARANTORS	NOTE 11—SUBSIDIARY GUARANTORS
	HDS (the “Debt Issuer”) had outstanding December 2014 First Priority Notes, April 2012 Second Priority Notes, October 2012 Senior Unsecured Notes, and February 2013 Senior Unsecured Notes (collectively the “Notes”) guaranteed by certain of its subsidiaries (the “Subsidiary Guarantors”). The Subsidiary Guarantors are direct or indirect wholly-owned domestic subsidiaries of HDS. The subsidiaries of HDS that do not guarantee the Notes (“Non-guarantor Subsidiaries”) are direct or indirect wholly-owned subsidiaries of HDS and primarily include HDS’s operations in Canada.
	The Debt Issuer’s payment obligations under the Notes are jointly and severally guaranteed by the guarantors and all guarantees are full and unconditional.
	These guarantees are subject to release under the circumstances as described below:
		(i)		concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of the applicable indebtedness by HDS or a restricted subsidiary, following which such Subsidiary Guarantor is no longer a restricted subsidiary of HDS;
		(ii)		at any time that such Subsidiary Guarantor is released from all of its obligations under all of its guarantees of payment of any indebtedness of HDS or any Subsidiary Guarantor under all other indebtedness and is not a borrower under the 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 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 (amounts in millions).
	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
			Three Months Ended May 3, 2015
			Debt Issuer			Guarantor			Non-			Eliminations			Total HDS
						Subsidiaries			Guarantor
									Subsidiaries
	Net Sales		$	—		$	2,147		$	74		$	—		$	2,221
	Cost of sales		—			1,520			52			—			1,572
	Gross Profit		—			627			22			—			649
	Operating expenses:
	Selling, general and administrative		23			410			14			—			447
	Depreciation and amortization		4			31			—			—			35
	Total operating expenses		27			441			14			—			482
	Operating Income (Loss)		(27		)	186			8			—			167
	Interest expense		107			61			—			(62		)	106
	Interest (income)		(60		)	(2		)	—			62			—
	Net (earnings) loss of equity affiliates		(135		)	—			—			135			—
	Income (Loss) From Continuing Operations Before Provision (Benefit) for Income Taxes		61			127			8			(135		)	61
	Provision (benefit) for income taxes		(181		)	(1		)	1			—			(181		)
	Income (Loss) from Continuing Operations		242			128			7			(135		)	242
	Net Income (Loss)		$	242		$	128		$	7		$	(135	)	$	242
	Other comprehensive income (loss) — foreign currency translation adjustment		5			—			5			(5		)	5
	Total Comprehensive Income (Loss)		$	247		$	128		$	12		$	(140	)	$	247
			Three Months Ended May 4, 2014
			Debt Issuer			Guarantor			Non-			Eliminations			Total HDS
						Subsidiaries			Guarantor
									Subsidiaries
	Net Sales		$	—		$	2,006		$	88		$	—		$	2,094
	Cost of sales		—			1,425			66			—			1,491
	Gross Profit		—			581			22			—			603
	Operating expenses:
	Selling, general and administrative		17			394			15			—			426
	Depreciation and amortization		5			53			—			—			58
	Restructuring		—			2			1			—			3
	Total operating expenses		22			449			16			—			487
	Operating Income (Loss)		(22		)	132			6			—			116
	Interest expense		117			60			—			(61		)	116
	Interest (income)		(60		)	(1		)	—			61			—
	Net (earnings) loss of equity affiliates		(76		)	—			—			76			—
	Loss on extinguishment & modification of debt		2			—			—			—			2
	Other (income) expense, net		1			—			—			—			1
	Income (Loss) From Continuing Operations Before Provision (Benefit) for Income Taxes		(6		)	73			6			(76		)	(3		)
	Provision (benefit) for income taxes		5			(4		)	—			—			1
	Income (Loss) from Continuing Operations		(11		)	77			6			(76		)	(4		)
	Income (loss) from discontinued operations, net of tax		(1		)	3			(10		)	—			(8		)
	Net Income (Loss)		$	(12	)	$	80		$	(4	)	$	(76	)	$	(12	)
	Other comprehensive income (loss) — foreign currency translation adjustment		1			—			1			(1		)	1
	Total Comprehensive Income (Loss)		$	(11	)	$	80		$	(3	)	$	(77	)	$	(11	)
	CONDENSED CONSOLIDATING BALANCE SHEETS
			As of May 3, 2015
			Debt Issuer			Guarantor			Non-Guarantor			Eliminations			Total HDS
						Subsidiaries			Subsidiaries
ASSETS
Current assets:
Cash and cash equivalents		$	89		$	17		$	38		$	—		$	144
Receivables, net		2			1,120			44			—			1,166
Inventories		—			1,137			46			—			1,183
Deferred tax asset		—			66			2			(57		)	11
Other current assets		10			48			2			—			60
Total current assets		101			2,388			132			(57		)	2,564
Property and equipment, net		52			313			4			—			369
Goodwill		—			3,067			4			—			3,071
Intangible assets, net		—			190			2			—			192
Deferred tax asset		1			—			5			(1		)	5
Investment in subsidiaries		3,169			—			—			(3,169		)	—
Intercompany notes receivable		2,192			521			—			(2,713		)	—
Other assets		102			7			—			—			109
Total assets		$	5,617		$	6,486		$	147		$	(5,940	)	$	6,310
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	14		$	842		$	31		$	—		$	887
Accrued compensation and benefits		28			57			2			—			87
Current installments of long-term debt		—			—			—			—			—
Deferred tax liabilities		57			—			—			(57		)	—
Other current liabilities		68			123			9			—			200
Total current liabilities		167			1,022			42			(57		)	1,174
Long-term debt, excluding current installments		5,361			—			—			—			5,361
Deferred tax liabilities		—			174			—			(1		)	173
Intercompany notes payable		521			2,192			—			(2,713		)	—
Other liabilities		76			28			6			—			110
Total liabilities		6,125			3,416			48			(2,771		)	6,818
Stockholder’s equity (deficit)		(508		)	3,070			99			(3,169		)	(508		)
Total liabilities and stockholder’s equity (deficit)		$	5,617		$	6,486		$	147		$	(5,940	)	$	6,310
		As of February 1, 2015
		Debt Issuer			Guarantor			Non-Guarantor			Eliminations			Total HDS
					Subsidiaries			Subsidiaries
ASSETS
Current assets:
Cash and cash equivalents		$	28		$	25		$	32		$	—		$	85
Receivables, net		1			1,040			47			—			1,088
Inventories		—			1,029			40			—			1,069
Deferred tax asset		—			66			2			(59		)	9
Other current assets		12			33			2			—			47
Total current assets		41			2,193			123			(59		)	2,298
Property and equipment, net		55			314			3			—			372
Goodwill		—			3,067			4			—			3,071
Intangible assets, net		—			198			2			—			200
Deferred tax asset		8			—			4			(8		)	4
Investment in subsidiaries		3,216			—			—			(3,216		)	—
Intercompany notes receivable		2,191			611			—			(2,802		)	—
Other assets		109			6			—			—			115
Total assets		$	5,620		$	6,389		$	136		$	(6,085	)	$	6,060
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	14		$	648		$	26		$	—		$	688
Accrued compensation and benefits		50			106			5			—			161
Current installments of long-term debt		34			—			—			—			34
Deferred tax liabilities		59			—			—			(59		)	—
Other current liabilities		124			118			10			—			252
Total current liabilities		281			872			41			(59		)	1,135
Long-term debt, excluding current installments		5,223			—			—			—			5,223
Deferred tax liabilities		—			174			—			(8		)	166
Intercompany notes payable		611			2,191			—			(2,802		)	—
Other liabilities		265			26			5			—			296
Total liabilities		6,380			3,263			46			(2,869		)	6,820
Stockholder’s equity (deficit)		(760		)	3,126			90			(3,216		)	(760		)
Total liabilities and stockholder’s equity (deficit)		$	5,620		$	6,389		$	136		$	(6,085	)	$	6,060
CONDENSED CONSOLIDATING CASH FLOW STATEMENTS
		Three Months Ended May 3, 2015
		Debt Issuer			Guarantor			Non-			Eliminations			Total HDS
					Subsidiaries			Guarantor
								Subsidiaries
Net cash flows from operating activities		$	51		$	(79	)	$	5		$	—		$	(23	)
Cash flows from investing activities
Capital expenditures		(3		)	(20		)	(1		)	—			(24		)
Proceeds from sale of property and equipment		—			1			—			—			1
Proceeds from (payments of) intercompany notes		—			90			—			(90		)	—
Net cash flows from investing activities		(3		)	71			(1		)	(90		)	(23		)
Cash flows from financing activities
Borrowings (repayments) of intercompany notes		(90		)	—			—			90			—
Repayments of long-term debt		(16		)	—			—			—			(16		)
Borrowings on long-term revolver		307			—			—			—			307
Repayments of long-term revolver		(188		)	—			—			—			(188		)
Net cash flows from financing activities		13			—			—			90			103
Effect of exchange rates on cash		—			—			2			—			2
Net increase (decrease) in cash & cash equivalents		$	61		$	(8	)	$	6		$	—		$	59
Cash and cash equivalents at beginning of period		28			25			32			—			85
Cash and cash equivalents at end of period		$	89		$	17		$	38		$	—		$	144
		Three Months Ended May 4, 2014
		Debt Issuer			Guarantor			Non-			Eliminations			Total HDS
					Subsidiaries			Guarantor
								Subsidiaries
Net cash flows from operating activities		$	(74	)	$	(57	)	$	12		$	—		$	(119	)
Cash flows from investing activities
Capital expenditures		(5		)	(23		)	—			—			(28		)
Proceeds from (payments of) intercompany notes		—			80			—			(80		)	—
Net cash flows from investing activities		(5		)	57			—			(80		)	(28		)
Cash flows from financing activities
Borrowings (repayments) of intercompany notes		(80		)	—			—			80			—
Borrowings of long-term debt		20			—			—			—			20
Repayments of long-term debt		(22		)	—			—			—			(22		)
Borrowings on long-term revolver		275			—			—			—			275
Repayments of long-term revolver		(85		)	—			—			—			(85		)
Debt issuance and modification fees		(3		)	—			—			—			(3		)
Other financing activities		(1		)	—			—			—			(1		)
Net cash flows from financing activities		104			—			—			80			184
Effect of exchange rates on cash		—			—			1			—			1
Net increase (decrease) in cash & cash equivalents		$	25		$	—		$	13		$	—		$	38
Cash and cash equivalents at beginning of period		53			17			41			—			111
Cash and cash equivalents at end of period		$	78		$	17		$	54		$	—		$	149

RECENT_ACCOUNTING_PRONOUNCMENT

RECENT ACCOUNTING PRONOUNCMENTS	3 Months Ended
	3-May-15
RECENT ACCOUNTING PRONOUNCMENTS
RECENT ACCOUNTING PRONOUNCMENTS	NOTE 12—RECENT ACCOUNTING PRONOUNCMENTS
	Interest — imputation of interest - In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03, “Interest — Imputation of Interest, Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The amended guidance requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The amended guidance is limited to the presentation of debt issuance costs. ASU 2015-03 is effective for fiscal years, and interim periods, beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2015-03 is not expected to have a material impact on the Company’s financial position or results of operations.
	Discontinued operations - In April 2014, the FASB issued ASU No. 2014-08, “Reporting discontinued operations and disclosure of disposals of components of an entity” (“ASU 2014-08”). The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations.  During the first quarter of fiscal 2015, the Company adopted ASU 2014-08. The impact on the Company of this adoption will depend on the nature and size of future disposals, if any, of a component of the Company.
	Revenue recognition — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from contracts with customers” (“ASU 2014-09”). The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Entities have the option of using either a full retrospective or modified approach to adopt the guidance. ASU 2014-09 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016 (early adoption is not permitted). In April 2015, the FASB proposed a one-year delay in the effective date of ASU 2014-09 and a permission to early adopt for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.

NATURE_OF_BUSINESS_AND_BASIS_O1

NATURE OF BUSINESS AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	3-May-15
NATURE OF BUSINESS AND BASIS OF PRESENTATION
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 & Power; and Specialty Construction. Through approximately 650 locations across 48 U.S. states and seven Canadian provinces, the Company serves these markets with an integrated go-to-market strategy. HD Supply has approximately 15,000 associates delivering localized, customer-tailored products, services and expertise. The Company serves approximately 500,000 customers, which include contractors, maintenance professionals, home builders, industrial businesses, and government entities. HD Supply’s broad range of end-to-end product lines and services include over one million 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 four reportable segments. The reportable segments are Facilities Maintenance, Waterworks, Power Solutions, and Construction & Industrial - White Cap. Other operating segments include Home Improvement Solutions, Interior Solutions, and HD Supply Canada. In addition, the consolidated financial statements include Corporate, which is comprised of enterprise-wide functional departments.
Basis of Presentation	Basis of Presentation
	In management’s opinion, the unaudited financial information for the interim periods presented includes all adjustments necessary for a fair statement of the results of operations, financial position, and cash flows.  All adjustments are of a normal recurring nature unless otherwise disclosed.  Revenues, expenses, assets and liabilities can vary during each quarter of the year.  Therefore, the results and trends in these interim financial statements may not be the same as those for the full year.  For a more complete discussion of the Company’s significant accounting policies and other information, you should read this report in conjunction with its annual report on Form 10-K, for the year ended February 1, 2015, which includes all disclosures required by generally accepted accounting principles (“GAAP”). Certain amounts in the prior-period financial statements have been reclassified to conform to the current period’s presentation.
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 years ending January 31, 2016 (“fiscal 2015”) and February 1, 2015 (“fiscal 2014”) both include 52 weeks.  The three months ended May 3, 2015 (“first quarter 2015”) and May 4, 2014 (“first quarter 2014”) both include 13 weeks.
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.
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 GAAP. Actual results could differ from these estimates.
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 May 3, 2015 and February 1, 2015, self-insurance reserves totaled approximately $96 million and $92 million, respectively.

DISCONTINUED_OPERATIONS_Tables

DISCONTINUED OPERATIONS (Tables)	3 Months Ended
	3-May-15
DISCONTINUED OPERATIONS.
Result of Operations of Discontinued Operations
	The following table provides additional detail related to the results of operations of the discontinued operations (amounts in millions):
		Three Months Ended
		May 3, 2015		May 4, 2014
	Net sales	$	—	$	83
	Gain (loss) on disposal of discontinued operations	—		(14		)
	Income (loss) before provision for income taxes	$	—	$	(11	)
	Provision for income taxes	—		3
	Income (loss) from discontinued operations, net of tax	$	—	$	(8	)

DEBT_Tables

DEBT (Tables)	3 Months Ended
	3-May-15
HD Supply, Inc
Debt
Schedule of Long-term Debt	HDS’s long-term debt as of May 3, 2015 and February 1, 2015 consisted of the following (dollars in millions):
			May 3, 2015			February 1, 2015
			Outstanding		Interest Rate	Outstanding			Interest Rate
			Principal		-1%	Principal			-1%
	Senior ABL Facility due 2018		$	215	1.68	$	96		2.02
	Term Loans due 2018, net of unamortized discount of $13 million and $14 million		946		4	961			4
	December 2014 First Priority Notes due 2021		1,250		5.25	1,250			5.25
	April 2012 Second Priority Notes due 2020		675		11	675			11
	October 2012 Senior Unsecured Notes due 2020		1,000		11.5	1,000			11.5
	February 2013 Senior Unsecured Notes due 2020		1,275		7.5	1,275			7.5
	Total long-term debt		$	5,361		$	5,257
	Less current installments		—			(34		)
	Long-term debt, excluding current installments		$	5,361		$	5,223
		-1		Represents the stated rate of interest, without including the effect of discounts.
5.25% Senior Secured First Priority Notes due 2021
Debt
Notes Redemption
	Year		Percentage
	2017		103.938	%
	2018		102.625	%
	2019		101.313	%
	2020 and thereafter		100.000	%
11% Senior Secured Second Priority Notes due 2020 | 11% Senior Secured Second Priority Notes due 2020
Debt
Notes Redemption
	Year		Percentage
	2016		105.500	%
	2017		102.750	%
	2018 and thereafter1		00.000	%
11.5% Senior Unsecured Notes due 2020
Debt
Notes Redemption
	Year		Percentage
	2016		105.750	%
	2017		102.875	%
	2018 and thereafter		100.000	%
7.5% Senior Unsecured Notes due 2020
Debt
Notes Redemption
	Year		Percentage
	2016		103.750	%
	2017		101.875	%
	2018 and thereafter		100.000	%

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	3-May-15
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 May 3, 2015 and February 1, 2015 (amounts in millions):
			As of May 3, 2015				As of February 1, 2015
			Recorded		Estimated Fair		Recorded		Estimated Fair
			Amount(1)		Value		Amount(1)		Value
	Senior ABL Facility		$	215	$	211	$	96	$	95
	Term Loans and Notes		5,159		5,572		5,175		5,504
	Total		$	5,374	$	5,783	$	5,271	$	5,599
		-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.

BASIC_AND_DILUTED_WEIGHTED_AVE1

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES (Tables)	3 Months Ended
	3-May-15
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 the three months ended May 3, 2015 and May 4, 2014 was as follows (in thousands):
			Three Months Ended
			May 3, 2015		May 4, 2014
	Weighted average common shares		195,347		192,859
	Effect of potentially dilutive securities:
	Stock plans		5,369		—
	Diluted weighted average common shares		200,716		192,859
	Stock plan securities excluded from dilution (1)		1,062		14,648
		-1		Represents securities not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

SUPPLEMENTAL_BALANCE_SHEET_AND1

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION (Tables)	3 Months Ended
	3-May-15
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
Schedule of Receivables
	Receivables consisted of the following (amounts in millions):
		May 3, 2015		February 1, 2015
	Trade receivables, net of allowance for doubtful accounts	$	1,100	$	988
	Vendor rebate receivables	51		88
	Other receivables	15		12
	Total receivables, net	$	1,166	$	1,088
Schedule of Other Current Liabilities
	Other current liabilities consisted of the following (amounts in millions):
		HD Supply Holdings, Inc.				HD Supply, Inc.
		May 3, 2015		February 1, 2015		May 3, 2015		February 1, 2015
	Accrued interest	$	43	$	98	$	43	$	98
	Accrued non-income taxes	43		34		43		34
	Other	115		120		114		120
	Total other current liabilities	$	201	$	252	$	200	$	252

SEGMENT_INFORMATION_Tables

SEGMENT INFORMATION (Tables)	3 Months Ended
	3-May-15
SEGMENT INFORMATION
Net Sales Adjusted Earning Before Interest, Taxes, Depreciation and Amortization and Other Measures for Reportable Segments and Total Continuing Operations
	The following tables present Net sales, Adjusted EBITDA, and other measures for each of the reportable segments and total continuing operations for the periods indicated (amounts in millions):
			Facilities			Waterworks			Power		Construction		Corporate &			Total
			Maintenance						Solutions		& Industrial -		Other			Continuing
											White Cap					Operations
	Three Months Ended May 3, 2015
	Net Sales		$	635		$	570		$	499	$	388	$	129		$	2,221
	Adjusted EBITDA		122			45			21		32		(12		)	208
	Depreciation(1) & Software Amortization		12			2			2		6		6			28
	Other Intangible Amortization		1			1			5		—		1			8
	Three Months Ended May 4, 2014
	Net Sales		$	604		$	551		$	461	$	344	$	134		$	2,094
	Adjusted EBITDA		109			41			18		22		(7		)	183
	Depreciation(1) & Software Amortization		12			2			1		4		8			27
	Other Intangible Amortization		20			1			5		5		1			32
		-1		Depreciation includes amounts recorded within Cost of sales in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations
			Three Months Ended
			May 3, 2015			May 4, 2014
	Total Adjusted EBITDA		$	208		$	183
	Depreciation and amortization (1)		36			59
	Stock-based compensation		5			5
	Restructuring		—			3
	Operating income		167			116
	Interest expense, net		106			116
	Loss on extinguishment & modification of debt		—			2
	Other (income) expense, net		—			1
	Income (Loss) from Continuing Operations Before Provision for Income Taxes		61			(3		)
	Provision (benefit) for income taxes (2)		(181		)	1
	Income (loss) from continuing operations		242			(4		)
	Less Income (loss) from discontinued operations, net of tax		—			(8		)
	Net Income (loss)		$	242		$	(12	)
		-1		Depreciation and amortization includes amounts recorded within Cost of sales in the Consolidated Statements of Operations.
		-2		During the three months ended May 3, 2015, the Company recorded a reduction in unrecognized tax benefits as a result of IRS and state audit settlements. See “Note 5, Income Taxes” and “Note 9, Commitments and Contingencies” for discussion of the IRS audit settlement.

SUBSIDIARY_GUARANTORS_Tables

SUBSIDIARY GUARANTORS (Tables)	3 Months Ended
	3-May-15
SUBSIDIARY GUARANTORS
Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
		Three Months Ended May 3, 2015
		Debt Issuer			Guarantor			Non-			Eliminations			Total HDS
					Subsidiaries			Guarantor
								Subsidiaries
	Net Sales	$	—		$	2,147		$	74		$	—		$	2,221
	Cost of sales	—			1,520			52			—			1,572
	Gross Profit	—			627			22			—			649
	Operating expenses:
	Selling, general and administrative	23			410			14			—			447
	Depreciation and amortization	4			31			—			—			35
	Total operating expenses	27			441			14			—			482
	Operating Income (Loss)	(27		)	186			8			—			167
	Interest expense	107			61			—			(62		)	106
	Interest (income)	(60		)	(2		)	—			62			—
	Net (earnings) loss of equity affiliates	(135		)	—			—			135			—
	Income (Loss) From Continuing Operations Before Provision (Benefit) for Income Taxes	61			127			8			(135		)	61
	Provision (benefit) for income taxes	(181		)	(1		)	1			—			(181		)
	Income (Loss) from Continuing Operations	242			128			7			(135		)	242
	Net Income (Loss)	$	242		$	128		$	7		$	(135	)	$	242
	Other comprehensive income (loss) — foreign currency translation adjustment	5			—			5			(5		)	5
	Total Comprehensive Income (Loss)	$	247		$	128		$	12		$	(140	)	$	247
		Three Months Ended May 4, 2014
		Debt Issuer			Guarantor			Non-			Eliminations			Total HDS
					Subsidiaries			Guarantor
								Subsidiaries
	Net Sales	$	—		$	2,006		$	88		$	—		$	2,094
	Cost of sales	—			1,425			66			—			1,491
	Gross Profit	—			581			22			—			603
	Operating expenses:
	Selling, general and administrative	17			394			15			—			426
	Depreciation and amortization	5			53			—			—			58
	Restructuring	—			2			1			—			3
	Total operating expenses	22			449			16			—			487
	Operating Income (Loss)	(22		)	132			6			—			116
	Interest expense	117			60			—			(61		)	116
	Interest (income)	(60		)	(1		)	—			61			—
	Net (earnings) loss of equity affiliates	(76		)	—			—			76			—
	Loss on extinguishment & modification of debt	2			—			—			—			2
	Other (income) expense, net	1			—			—			—			1
	Income (Loss) From Continuing Operations Before Provision (Benefit) for Income Taxes	(6		)	73			6			(76		)	(3		)
	Provision (benefit) for income taxes	5			(4		)	—			—			1
	Income (Loss) from Continuing Operations	(11		)	77			6			(76		)	(4		)
	Income (loss) from discontinued operations, net of tax	(1		)	3			(10		)	—			(8		)
	Net Income (Loss)	$	(12	)	$	80		$	(4	)	$	(76	)	$	(12	)
	Other comprehensive income (loss) — foreign currency translation adjustment	1			—			1			(1		)	1
	Total Comprehensive Income (Loss)	$	(11	)	$	80		$	(3	)	$	(77	)	$	(11	)
Condensed Consolidating Balance Sheets
		As of May 3, 2015
		Debt Issuer			Guarantor			Non-Guarantor			Eliminations			Total HDS
					Subsidiaries			Subsidiaries
	ASSETS
	Current assets:
	Cash and cash equivalents	$	89		$	17		$	38		$	—		$	144
	Receivables, net	2			1,120			44			—			1,166
	Inventories	—			1,137			46			—			1,183
	Deferred tax asset	—			66			2			(57		)	11
	Other current assets	10			48			2			—			60
	Total current assets	101			2,388			132			(57		)	2,564
	Property and equipment, net	52			313			4			—			369
	Goodwill	—			3,067			4			—			3,071
	Intangible assets, net	—			190			2			—			192
	Deferred tax asset	1			—			5			(1		)	5
	Investment in subsidiaries	3,169			—			—			(3,169		)	—
	Intercompany notes receivable	2,192			521			—			(2,713		)	—
	Other assets	102			7			—			—			109
	Total assets	$	5,617		$	6,486		$	147		$	(5,940	)	$	6,310
	LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
	Current liabilities:
	Accounts payable	$	14		$	842		$	31		$	—		$	887
	Accrued compensation and benefits	28			57			2			—			87
	Current installments of long-term debt	—			—			—			—			—
	Deferred tax liabilities	57			—			—			(57		)	—
	Other current liabilities	68			123			9			—			200
	Total current liabilities	167			1,022			42			(57		)	1,174
	Long-term debt, excluding current installments	5,361			—			—			—			5,361
	Deferred tax liabilities	—			174			—			(1		)	173
	Intercompany notes payable	521			2,192			—			(2,713		)	—
	Other liabilities	76			28			6			—			110
	Total liabilities	6,125			3,416			48			(2,771		)	6,818
	Stockholder’s equity (deficit)	(508		)	3,070			99			(3,169		)	(508		)
	Total liabilities and stockholder’s equity (deficit)	$	5,617		$	6,486		$	147		$	(5,940	)	$	6,310
		As of February 1, 2015
		Debt Issuer			Guarantor			Non-Guarantor			Eliminations			Total HDS
					Subsidiaries			Subsidiaries
	ASSETS
	Current assets:
	Cash and cash equivalents	$	28		$	25		$	32		$	—		$	85
	Receivables, net	1			1,040			47			—			1,088
	Inventories	—			1,029			40			—			1,069
	Deferred tax asset	—			66			2			(59		)	9
	Other current assets	12			33			2			—			47
	Total current assets	41			2,193			123			(59		)	2,298
	Property and equipment, net	55			314			3			—			372
	Goodwill	—			3,067			4			—			3,071
	Intangible assets, net	—			198			2			—			200
	Deferred tax asset	8			—			4			(8		)	4
	Investment in subsidiaries	3,216			—			—			(3,216		)	—
	Intercompany notes receivable	2,191			611			—			(2,802		)	—
	Other assets	109			6			—			—			115
	Total assets	$	5,620		$	6,389		$	136		$	(6,085	)	$	6,060
	LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
	Current liabilities:
	Accounts payable	$	14		$	648		$	26		$	—		$	688
	Accrued compensation and benefits	50			106			5			—			161
	Current installments of long-term debt	34			—			—			—			34
	Deferred tax liabilities	59			—			—			(59		)	—
	Other current liabilities	124			118			10			—			252
	Total current liabilities	281			872			41			(59		)	1,135
	Long-term debt, excluding current installments	5,223			—			—			—			5,223
	Deferred tax liabilities	—			174			—			(8		)	166
Intercompany notes payable	611			2,191			—			(2,802		)	—
Other liabilities	265			26			5			—			296
Total liabilities	6,380			3,263			46			(2,869		)	6,820
Stockholder’s equity (deficit)	(760		)	3,126			90			(3,216		)	(760		)
Total liabilities and stockholder’s equity (deficit)	$	5,620		$	6,389		$	136		$	(6,085	)	$	6,060
Condensed Consolidating Cash Flow Statements
		Three Months Ended May 3, 2015
		Debt Issuer			Guarantor			Non-			Eliminations			Total HDS
					Subsidiaries			Guarantor
								Subsidiaries
	Net cash flows from operating activities	$	51		$	(79	)	$	5		$	—		$	(23	)
	Cash flows from investing activities
	Capital expenditures	(3		)	(20		)	(1		)	—			(24		)
	Proceeds from sale of property and equipment	—			1			—			—			1
	Proceeds from (payments of) intercompany notes	—			90			—			(90		)	—
	Net cash flows from investing activities	(3		)	71			(1		)	(90		)	(23		)
	Cash flows from financing activities
	Borrowings (repayments) of intercompany notes	(90		)	—			—			90			—
	Repayments of long-term debt	(16		)	—			—			—			(16		)
	Borrowings on long-term revolver	307			—			—			—			307
	Repayments of long-term revolver	(188		)	—			—			—			(188		)
	Net cash flows from financing activities	13			—			—			90			103
	Effect of exchange rates on cash	—			—			2			—			2
	Net increase (decrease) in cash & cash equivalents	$	61		$	(8	)	$	6		$	—		$	59
	Cash and cash equivalents at beginning of period	28			25			32			—			85
	Cash and cash equivalents at end of period	$	89		$	17		$	38		$	—		$	144
		Three Months Ended May 4, 2014
		Debt Issuer			Guarantor			Non-			Eliminations			Total HDS
					Subsidiaries			Guarantor
								Subsidiaries
	Net cash flows from operating activities	$	(74	)	$	(57	)	$	12		$	—		$	(119	)
	Cash flows from investing activities
	Capital expenditures	(5		)	(23		)	—			—			(28		)
	Proceeds from (payments of) intercompany notes	—			80			—			(80		)	—
	Net cash flows from investing activities	(5		)	57			—			(80		)	(28		)
	Cash flows from financing activities
	Borrowings (repayments) of intercompany notes	(80		)	—			—			80			—
	Borrowings of long-term debt	20			—			—			—			20
	Repayments of long-term debt	(22		)	—			—			—			(22		)
	Borrowings on long-term revolver	275			—			—			—			275
	Repayments of long-term revolver	(85		)	—			—			—			(85		)
	Debt issuance and modification fees	(3		)	—			—			—			(3		)
	Other financing activities	(1		)	—			—			—			(1		)
	Net cash flows from financing activities	104			—			—			80			184
	Effect of exchange rates on cash	—			—			1			—			1
	Net increase (decrease) in cash & cash equivalents	$	25		$	—		$	13		$	—		$	38
	Cash and cash equivalents at beginning of period	53			17			41			—			111
	Cash and cash equivalents at end of period	$	78		$	17		$	54		$	—		$	149

NATURE_OF_BUSINESS_AND_BASIS_O2

NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) (USD $)	3 Months Ended		12 Months Ended
In Millions, unless otherwise specified	3-May-15	4-May-14	Feb. 01, 2015	Jan. 31, 2016
	customer
	item
	segment
	location
Nature of Business and Accounting Policy disclosures
Number of distinct market sectors in which entity specializes	3
Number of operating locations	650
Number of associates	15,000
Number of customer	500,000
Reportable segment	4
Length of current fiscal year (in days)	91 days	91 days	364 days
Self-insurance reserves	$96		$92
Expected
Nature of Business and Accounting Policy disclosures
Length of current fiscal year (in days)				364 days
Minimum
Nature of Business and Accounting Policy disclosures
Number of SKUs offered	1,000,000
Length of fiscal year (in days)	364 days
Maximum
Nature of Business and Accounting Policy disclosures
Length of fiscal year (in days)	371 days
U.S.
Nature of Business and Accounting Policy disclosures
Number of states or provinces	48
Canada
Nature of Business and Accounting Policy disclosures
Number of states or provinces	7

DISCONTINUED_OPERATIONS_Detail

DISCONTINUED OPERATIONS (Details) (USD $)	3 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended
In Millions, unless otherwise specified	4-May-14	Feb. 02, 2014	Jan. 31, 2015	Feb. 01, 2015
Discontinued operations disclosures
Gain (loss) on disposal of discontinued operations	($14)
Litemor
Discontinued operations disclosures
Gain (loss) on disposal of discontinued operations		15
Hardware Solutions
Discontinued operations disclosures
Proceeds from Divestiture of Businesses			198
Sale of issued and outstanding equity interests, transaction cost			2
Gain (loss) on disposal of discontinued operations				$8

DISCONTINUED_OPERATIONS_Detail1

DISCONTINUED OPERATIONS (Details 2) (USD $)	3 Months Ended
In Millions, unless otherwise specified	4-May-14
Results of operations of the discontinued operations
Net sales	$83
Gain (loss) on disposal of discontinued operations	-14
Income (loss) before provision for income taxes	-11
Provision for income taxes	3
Income (loss) from discontinued operations, net of tax	($8)

DEBT_Details

DEBT (Details) (USD $)	3-May-15	Feb. 01, 2015
In Millions, unless otherwise specified
Debt
Less current installments		($34)
Long-term debt, excluding current installments	5,361	5,223
HD Supply, Inc
Debt
Long-term Debt, Total	5,361	5,257
Less current installments		-34
Long-term debt, excluding current installments	5,361	5,223
HD Supply, Inc | 11% Senior Secured Second Priority Notes due 2020
Debt
Long-term Debt, Total	675	675
Long Term Debt, Interest Rate	11.00%	11.00%
HD Supply, Inc | 11.5% Senior Unsecured Notes due 2020
Debt
Long-term Debt, Total	1,000	1,000
Long Term Debt, Interest Rate	11.50%	11.50%
HD Supply, Inc | 7.5% Senior Unsecured Notes due 2020
Debt
Long-term Debt, Total	1,275	1,275
Long Term Debt, Interest Rate	7.50%	7.50%
HD Supply, Inc | 5.25% Senior Secured First Priority Notes due 2021
Debt
Long-term Debt, Total	1,250	1,250
Long Term Debt, Interest Rate	5.25%	5.25%
HD Supply, Inc | Asset Based Lending Facility
Debt
Long-term Debt, Total	215	96
Long Term Debt, Interest Rate	1.68%	2.02%
HD Supply, Inc | Term Loan due 2018
Debt
Long-term Debt, Total	946	961
Long Term Debt, Interest Rate	4.00%	4.00%
Unamortized discount	$13	$14

DEBT_Details_2

DEBT (Details 2) (Asset Based Lending Facility, HD Supply, Inc, USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15
	item
Asset Based Lending Facility | HD Supply, Inc
Debt
Line of credit facility, maximum borrowing capacity	$1,500
Line of credit facility, available for borrowing	1,101
Letter of credit facility outstanding	34
Line of credit facility, available for borrowing on qualifying cash balances	$41
The minimum number of incremental term loan facilities permitted to be included in the Senior ABL Facility	1
The minimum number of revolving credit facility commitments permitted to be included in the Senior ABL Facility	1

DEBT_Details_3

DEBT (Details 3) (USD $)	3 Months Ended	0 Months Ended	3 Months Ended	0 Months Ended	12 Months Ended
In Millions, unless otherwise specified	4-May-14	Apr. 30, 2015	3-May-15	Feb. 06, 2014	Jan. 31, 2016
Debt
Payments of Debt Issuance Costs	$3
HD Supply, Inc
Debt
Payments of Debt Issuance Costs	3
Term Loan Facility | HD Supply, Inc
Debt
Principal amount of debt			1
Amortization of debt, aggregate annual amounts as a percentage of original principal amount			1.00%
Payments of Debt Issuance Costs			34
Accepted prepayment		$16
Term Loan Facility | LIBOR | HD Supply, Inc
Debt
Interest rate floor			1.00%	1.00%	1.25%
Percentage added to reference rate			3.00%
Decrease in the percentage added to reference rate				25.00%
Term Loan Facility | Prime | HD Supply, Inc
Debt
Percentage added to reference rate			2.00%

DEBT_Details_4

DEBT (Details 4) (5.25% Senior Secured First Priority Notes due 2021, HD Supply, Inc, USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15	Feb. 01, 2015	Dec. 04, 2014
Debt
Note issued, interest rate	5.25%	5.25%
Debt Instrument, Face Amount			$1,250
2017
Debt
Optional prepayment price percentage	103.94%
2018
Debt
Optional prepayment price percentage	102.63%
2019
Debt
Optional prepayment price percentage	101.31%
2020 and thereafter
Debt
Optional prepayment price percentage	100.00%
Prior to December 15, 2017
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	105.25%
Threshold percentage for debt that must remain after each redemption	50.00%

DEBT_Details_5

DEBT (Details 5) (HD Supply, Inc)	3 Months Ended
	3-May-15	Feb. 01, 2015
11% Senior Secured Second Priority Notes due 2020
Debt
Note issued, interest rate	11.00%	11.00%
11% Senior Secured Second Priority Notes due 2020 | Prior to April 15, 2016
Debt
Optional prepayment price percentage	100.00%
11% Senior Secured Second Priority Notes due 2020 | 2016
Debt
Optional prepayment price percentage	105.50%
11% Senior Secured Second Priority Notes due 2020 | 2017
Debt
Optional prepayment price percentage	102.75%
11% Senior Secured Second Priority Notes due 2020 | 2018 and thereafter
Debt
Optional prepayment price percentage	100.00%
First Priority Notes due 2019
Debt
Collateral pledged, percentage outstanding capital of any foreign subsidiary	65.00%

DEBT_Details_6

DEBT (Details 6) (11.5% Senior Unsecured Notes due 2020, HD Supply, Inc)	3 Months Ended
	3-May-15	Feb. 01, 2015
Debt
Note issued, interest rate	11.50%	11.50%
Threshold percentage for debt that must remain after each redemption	50.00%
Prior to October 15, 2016
Debt
Optional prepayment price percentage	100.00%
2016
Debt
Optional prepayment price percentage	105.75%
2017
Debt
Optional prepayment price percentage	102.88%
2018 and thereafter
Debt
Optional prepayment price percentage	100.00%
Prior to October 15, 2015
Debt
Percentage limit on amount that can be redeemed	35.00%
Prepayment percentage price as a percent of the principal, with proceeds from certain equity offerings	111.50%

DEBT_Details_7

DEBT (Details 7) (7.5% Senior Unsecured Notes due 2020, HD Supply, Inc)	3 Months Ended
	3-May-15	Feb. 01, 2015
Debt
Note issued, interest rate	7.50%	7.50%
Threshold percentage for debt that must remain after each redemption	50.00%
Prior to October 15, 2016
Debt
Optional prepayment price percentage	100.00%
2016
Debt
Optional prepayment price percentage	103.75%
2017
Debt
Optional prepayment price percentage	101.88%
2018 and thereafter
Debt
Optional prepayment price percentage	100.00%
Prior to October 15, 2015
Debt
Percentage limit on amount that can be redeemed	35.00%
Prepayment percentage price as a percent of the principal, with proceeds from certain equity offerings	107.50%

FAIR_VALUE_MEASUREMENTS_Detail

FAIR VALUE MEASUREMENTS (Details) (USD $)	3-May-15	Feb. 01, 2015
In Millions, unless otherwise specified
Fair value measurements
Recorded Amount	$5,374	$5,271
Estimated Fair Value	5,783	5,599
Asset Based Lending Facility
Fair value measurements
Recorded Amount	215	96
Estimated Fair Value	211	95
Term Loans and Notes
Fair value measurements
Recorded Amount	5,159	5,175
Estimated Fair Value	$5,572	$5,504

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	0 Months Ended	3 Months Ended
In Millions, unless otherwise specified	Feb. 19, 2015	3-May-15	4-May-14	Feb. 01, 2015
INCOME TAXES
Combined federal, state and foreign effective tax rate for continuing operations (benefit)		295.00%
Increased (Decreased) income tax expense, impact of tax amortization of indefinite lived intangibles		$6
Combined federal, state and foreign tax provision for continuing operations		-181	1
Unrecognized tax benefits		9		187
Unrecognized tax benefits, decrease resulting from state audit settlements	-189	178
Increased gross accrual for interest related to unrecognized tax benefits		28
Unrecognized tax benefits, net accrual for interest and penalties		1		29
Deferred tax assets, valuation allowance		$943		$1,013

BASIC_AND_DILUTED_WEIGHTED_AVE2

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES (Details)	3 Months Ended
In Thousands, unless otherwise specified	3-May-15	4-May-14
Reconciliation of basic to diluted weighted average common shares
Weighted average common shares	195,347	192,859
Effect of potentially dilutive securities:
Stock plans	5,369
Diluted weighted average common shares	200,716	192,859
Stock plan securities excluded from dilution	1,062	14,648

SUPPLEMENTAL_BALANCE_SHEET_AND2

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION (Details) (USD $)	3-May-15	Feb. 01, 2015
In Millions, unless otherwise specified
Receivables
Trade receivables, net of allowance for doubtful accounts	$1,100	$988
Vendor rebate receivables	51	88
Other receivables	15	12
Total receivables, net	$1,166	$1,088

SUPPLEMENTAL_BALANCE_SHEET_AND3

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION (Details 2) (USD $)	3-May-15	Feb. 01, 2015
In Millions, unless otherwise specified
Accrued interest	$43	$98
Accrued non-income taxes	43	34
Other	115	120
Total other current liabilities	201	252
HD Supply, Inc
Accrued interest	43	98
Accrued non-income taxes	43	34
Other	114	120
Total other current liabilities	$200	$252

SUPPLEMENTAL_BALANCE_SHEET_AND4

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION (Details 3) (USD $)	3 Months Ended
In Millions, except Share data, unless otherwise specified	3-May-15	4-May-14	Feb. 01, 2015
SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
Cash paid for interest	$154	$206
Payment of PIK interest & discounts upon extinguishment of debt	-1	-1
Cash paid for income taxes, net of refunds	3	1
Retired common stock (in shares)	591,431
Retired common stock	$17
Common stock, par value (in dollars per share)	$0.01		$0.01

BRANCH_CLOSURE_AND_CONSOLIDATI1

BRANCH CLOSURE AND CONSOLIDATION ACTIVITIES (Details) (USD $)	3 Months Ended
In Millions, unless otherwise specified	4-May-14	Feb. 02, 2014
		employee
Branch closure and consolidation activities
Restructuring charge	$3
Restructuring activities commencing in the fourth quarter of fiscal 2013
Branch closure and consolidation activities
Restructuring charge	$3
Workforce reduction | Restructuring activities commencing in the fourth quarter of fiscal 2013
Branch closure and consolidation activities
Reduced workforce personnel		150

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	3 Months Ended	1 Months Ended	24 Months Ended
In Millions, unless otherwise specified	3-May-15	Aug. 31, 2014	Jan. 30, 2011	Jun. 20, 2012	Jul. 31, 2014
				facility
Commitments and contingencies
Number of branches where the government executed search warrants				2
Contingent increase in deferred tax asset before valuation allowance	$12
Estimated aggregate potential loss, minimum	0
Estimated aggregate potential loss, maximum	10
Home Depot Incorporated
Commitments and contingencies
Amount paid in order to stop the accrual of interest on the Tentative Settlement amount		27
Home Depot Incorporated | IRS
Commitments and contingencies
Cash refunds received			354
Tentative settlement amount					$27

SEGMENT_INFORMATION_Details

SEGMENT INFORMATION (Details) (USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15	4-May-14
	segment
Segment information
Number of reportable segments	4
Net Sales	$2,221	$2,094
Adjusted EBITDA	208	183
Depreciation & Software Amortization	28	27
Other Intangible Amortization	8	32
Canada
Segment information
Number of provinces	7
Corporate & Other
Segment information
Net Sales	129	134
Adjusted EBITDA	-12	-7
Depreciation & Software Amortization	6	8
Other Intangible Amortization	1	1
Corporate & Other | Canada
Segment information
Number of reportable segments	6
Facilities Maintenance
Segment information
Net Sales	635	604
Adjusted EBITDA	122	109
Depreciation & Software Amortization	12	12
Other Intangible Amortization	1	20
Waterworks
Segment information
Net Sales	570	551
Adjusted EBITDA	45	41
Depreciation & Software Amortization	2	2
Other Intangible Amortization	1	1
Power Solutions
Segment information
Net Sales	499	461
Adjusted EBITDA	21	18
Depreciation & Software Amortization	2	1
Other Intangible Amortization	5	5
Construction & Industrial - White Cap
Segment information
Net Sales	388	344
Adjusted EBITDA	32	22
Depreciation & Software Amortization	6	4
Other Intangible Amortization		$5

SEGMENT_INFORMATION_Details_2

SEGMENT INFORMATION (Details 2) (USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15	4-May-14
SEGMENT INFORMATION
Total Adjusted EBITDA	$208	$183
Depreciation and amortization (1)	36	59
Stock-based compensation	5	5
Restructuring		3
Operating Income	167	116
Interest expense, net	106	116
Loss on extinguishment & modification of debt		2
Other (income) expense, net		1
Income (Loss) From Continuing Operations Before Provision for Income Taxes	61	-3
Provision (benefit) for income taxes	-181	1
Income (Loss) from Continuing Operations	242	-4
Less Income (loss) from discontinued operations, net of tax		-8
Net Income (Loss)	$242	($12)

SUBSIDIARY_GUARANTORS_Details

SUBSIDIARY GUARANTORS (Details) (Debt Issuer)	3 Months Ended
	3-May-15
Debt Issuer
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Period of notice to the applicable trustee to cause subsidiary guarantor to be released from subsidiary guarantee	30 days

SUBSIDIARY_GUARANTORS_Details_

SUBSIDIARY GUARANTORS (Details 2) (USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15	4-May-14
Condensed consolidating statements of operations and comprehensive income (loss)
Net Sales	$2,221	$2,094
Cost of sales	1,572	1,491
Gross Profit	649	603
Operating expenses:
Selling, general and administrative	447	426
Depreciation and amortization	35	58
Restructuring		3
Total operating expenses	482	487
Operating Income	167	116
Interest expense	106	116
Loss on extinguishment & modification of debt		2
Other (income) expense, net		1
Income (Loss) From Continuing Operations Before Provision for Income Taxes	61	-3
Provision (benefit) for income taxes	-181	1
Income (Loss) from Continuing Operations	242	-4
Income (loss) from discontinued operations, net of tax		-8
Net Income (Loss)	242	-12
Other comprehensive income (loss) - foreign currency translation adjustment	5	1
Total Comprehensive Income (Loss)	247	-11
Eliminations
Operating expenses:
Interest expense	-62	-61
Interest (income)	62	61
Net (earnings) loss of equity affiliates	135	76
Income (Loss) From Continuing Operations Before Provision for Income Taxes	-135	-76
Income (Loss) from Continuing Operations	-135	-76
Net Income (Loss)	-135	-76
Other comprehensive income (loss) - foreign currency translation adjustment	-5	-1
Total Comprehensive Income (Loss)	-140	-77
Debt Issuer | Reportable legal entity
Operating expenses:
Selling, general and administrative	23	17
Depreciation and amortization	4	5
Total operating expenses	27	22
Operating Income	-27	-22
Interest expense	107	117
Interest (income)	-60	-60
Net (earnings) loss of equity affiliates	-135	-76
Loss on extinguishment & modification of debt		2
Other (income) expense, net		1
Income (Loss) From Continuing Operations Before Provision for Income Taxes	61	-6
Provision (benefit) for income taxes	-181	5
Income (Loss) from Continuing Operations	242	-11
Income (loss) from discontinued operations, net of tax		-1
Net Income (Loss)	242	-12
Other comprehensive income (loss) - foreign currency translation adjustment	5	1
Total Comprehensive Income (Loss)	247	-11
Subsidiary Guarantor | Reportable legal entity
Condensed consolidating statements of operations and comprehensive income (loss)
Net Sales	2,147	2,006
Cost of sales	1,520	1,425
Gross Profit	627	581
Operating expenses:
Selling, general and administrative	410	394
Depreciation and amortization	31	53
Restructuring		2
Total operating expenses	441	449
Operating Income	186	132
Interest expense	61	60
Interest (income)	-2	-1
Income (Loss) From Continuing Operations Before Provision for Income Taxes	127	73
Provision (benefit) for income taxes	-1	-4
Income (Loss) from Continuing Operations	128	77
Income (loss) from discontinued operations, net of tax		3
Net Income (Loss)	128	80
Total Comprehensive Income (Loss)	128	80
Non-Guarantor Subsidiaries | Reportable legal entity
Condensed consolidating statements of operations and comprehensive income (loss)
Net Sales	74	88
Cost of sales	52	66
Gross Profit	22	22
Operating expenses:
Selling, general and administrative	14	15
Restructuring		1
Total operating expenses	14	16
Operating Income	8	6
Income (Loss) From Continuing Operations Before Provision for Income Taxes	8	6
Provision (benefit) for income taxes	1
Income (Loss) from Continuing Operations	7	6
Income (loss) from discontinued operations, net of tax		-10
Net Income (Loss)	7	-4
Other comprehensive income (loss) - foreign currency translation adjustment	5	1
Total Comprehensive Income (Loss)	12	-3
HD Supply, Inc
Condensed consolidating statements of operations and comprehensive income (loss)
Net Sales	2,221	2,094
Cost of sales	1,572	1,491
Gross Profit	649	603
Operating expenses:
Selling, general and administrative	447	426
Depreciation and amortization	35	58
Restructuring		3
Total operating expenses	482	487
Operating Income	167	116
Interest expense	106	116
Loss on extinguishment & modification of debt		2
Other (income) expense, net		1
Income (Loss) From Continuing Operations Before Provision for Income Taxes	61	-3
Provision (benefit) for income taxes	-181	1
Income (Loss) from Continuing Operations	242	-4
Income (loss) from discontinued operations, net of tax		-8
Net Income (Loss)	242	-12
Other comprehensive income (loss) - foreign currency translation adjustment	5	1
Total Comprehensive Income (Loss)	$247	($11)

SUBSIDIARY_GUARANTORS_Details_1

SUBSIDIARY GUARANTORS (Details 3) (USD $)	3-May-15	Feb. 01, 2015	4-May-14	Feb. 02, 2014
In Millions, unless otherwise specified
Current assets:
Cash and cash equivalents	$155	$85	$173	$115
Receivables, net	1,166	1,088
Inventories	1,183	1,069
Deferred tax asset	11	9
Other current assets	60	47
Total current assets	2,575	2,298
Property and equipment, net	369	372
Goodwill	3,071	3,071
Intangible assets, net	192	200
Total assets	6,321	6,060
Current liabilities:
Accounts payable	887	688
Accrued compensation and benefits	87	161
Current installments of long-term debt		34
Other current liabilities	201	252
Total current liabilities	1,175	1,135
Long-term debt, excluding current installments	5,361	5,223
Deferred tax liabilities	173	166
Other liabilities	110	296
Total liabilities	6,819	6,820
Stockholder's equity (deficit)	-498	-760
Total liabilities and stockholders' equity (deficit)	6,321	6,060
Eliminations
Current assets:
Deferred tax asset	-57	-59
Total current assets	-57	-59
Deferred tax asset	-1	-8
Investment in subsidiaries	-3,169	-3,216
Intercompany notes receivable	-2,713	-2,802
Total assets	-5,940	-6,085
Current liabilities:
Deferred tax liabilities	-57	-59
Total current liabilities	-57	-59
Deferred tax liabilities	-1	-8
Intercompany notes payable	-2,713	-2,802
Total liabilities	-2,771	-2,869
Stockholder's equity (deficit)	-3,169	-3,216
Total liabilities and stockholders' equity (deficit)	-5,940	-6,085
Debt Issuer | Reportable legal entity
Current assets:
Cash and cash equivalents	89	28	78	53
Receivables, net	2	1
Other current assets	10	12
Total current assets	101	41
Property and equipment, net	52	55
Deferred tax asset	1	8
Investment in subsidiaries	3,169	3,216
Intercompany notes receivable	2,192	2,191
Other assets	102	109
Total assets	5,617	5,620
Current liabilities:
Accounts payable	14	14
Accrued compensation and benefits	28	50
Current installments of long-term debt		34
Deferred tax liabilities	57	59
Other current liabilities	68	124
Total current liabilities	167	281
Long-term debt, excluding current installments	5,361	5,223
Intercompany notes payable	521	611
Other liabilities	76	265
Total liabilities	6,125	6,380
Stockholder's equity (deficit)	-508	-760
Total liabilities and stockholders' equity (deficit)	5,617	5,620
Subsidiary Guarantor | Reportable legal entity
Current assets:
Cash and cash equivalents	17	25	17	17
Receivables, net	1,120	1,040
Inventories	1,137	1,029
Deferred tax asset	66	66
Other current assets	48	33
Total current assets	2,388	2,193
Property and equipment, net	313	314
Goodwill	3,067	3,067
Intangible assets, net	190	198
Intercompany notes receivable	521	611
Other assets	7	6
Total assets	6,486	6,389
Current liabilities:
Accounts payable	842	648
Accrued compensation and benefits	57	106
Other current liabilities	123	118
Total current liabilities	1,022	872
Deferred tax liabilities	174	174
Intercompany notes payable	2,192	2,191
Other liabilities	28	26
Total liabilities	3,416	3,263
Stockholder's equity (deficit)	3,070	3,126
Total liabilities and stockholders' equity (deficit)	6,486	6,389
Non-Guarantor Subsidiaries | Reportable legal entity
Current assets:
Cash and cash equivalents	38	32	54	41
Receivables, net	44	47
Inventories	46	40
Deferred tax asset	2	2
Other current assets	2	2
Total current assets	132	123
Property and equipment, net	4	3
Goodwill	4	4
Intangible assets, net	2	2
Deferred tax asset	5	4
Total assets	147	136
Current liabilities:
Accounts payable	31	26
Accrued compensation and benefits	2	5
Other current liabilities	9	10
Total current liabilities	42	41
Other liabilities	6	5
Total liabilities	48	46
Stockholder's equity (deficit)	99	90
Total liabilities and stockholders' equity (deficit)	147	136
HD Supply, Inc
Current assets:
Cash and cash equivalents	144	85	149	111
Receivables, net	1,166	1,088
Inventories	1,183	1,069
Deferred tax asset	11	9
Other current assets	60	47
Total current assets	2,564	2,298
Property and equipment, net	369	372
Goodwill	3,071	3,071
Intangible assets, net	192	200
Deferred tax asset	5	4
Other assets	109	115
Total assets	6,310	6,060
Current liabilities:
Accounts payable	887	688
Accrued compensation and benefits	87	161
Current installments of long-term debt		34
Other current liabilities	200	252
Total current liabilities	1,174	1,135
Long-term debt, excluding current installments	5,361	5,223
Deferred tax liabilities	173	166
Other liabilities	110	296
Total liabilities	6,818	6,820
Stockholder's equity (deficit)	-508	-760
Total liabilities and stockholders' equity (deficit)	$6,310	$6,060

SUBSIDIARY_GUARANTORS_Details_2

SUBSIDIARY GUARANTORS (Details 4) (USD $)	3 Months Ended
In Millions, unless otherwise specified	3-May-15	4-May-14
Condensed consolidating cash flow statements
Net cash flows from operating activities	($23)	($119)
Cash flows from investing activities
Capital expenditures	-24	-28
Proceeds from sale of property and equipment	1
Net cash provided by (used in) investing activities	-23	-28
Cash flows from financing activities
Borrowings of long-term debt		20
Repayments of long-term debt	-16	-22
Borrowings on long-term revolver	307	275
Repayments of long-term revolver	-188	-85
Debt issuance and modification fees		-3
Other financing activities		-1
Net cash provided by (used in) financing activities	114	204
Effect of exchange rates on cash	2	1
Increase (decrease) in cash and cash equivalents	70	58
Cash and cash equivalents at beginning of period	85	115
Cash and cash equivalents at end of period	155	173
Eliminations
Cash flows from investing activities
Proceeds from (payments of) intercompany notes	-90
Net cash provided by (used in) investing activities	-90
Cash flows from financing activities
Borrowings (repayments) of intercompany notes	90
Net cash provided by (used in) financing activities	90
Debt Issuer | Reportable legal entity
Condensed consolidating cash flow statements
Net cash flows from operating activities	51	-74
Cash flows from investing activities
Capital expenditures	-3	-5
Net cash provided by (used in) investing activities	-3	-5
Cash flows from financing activities
Borrowings (repayments) of intercompany notes	-90	-80
Borrowings of long-term debt		20
Repayments of long-term debt	-16	-22
Borrowings on long-term revolver	307	275
Repayments of long-term revolver	-188	-85
Debt issuance and modification fees		-3
Other financing activities		-1
Net cash provided by (used in) financing activities	13	104
Increase (decrease) in cash and cash equivalents	61	25
Cash and cash equivalents at beginning of period	28	53
Cash and cash equivalents at end of period	89	78
Subsidiary Guarantor | Reportable legal entity
Condensed consolidating cash flow statements
Net cash flows from operating activities	-79	-57
Cash flows from investing activities
Capital expenditures	-20	-23
Proceeds from sale of property and equipment	1
Proceeds from (payments of) intercompany notes	90	80
Net cash provided by (used in) investing activities	71	57
Cash flows from financing activities
Increase (decrease) in cash and cash equivalents	-8
Cash and cash equivalents at beginning of period	25	17
Cash and cash equivalents at end of period	17	17
Non-Guarantor Subsidiaries | Reportable legal entity
Condensed consolidating cash flow statements
Net cash flows from operating activities	5	12
Cash flows from investing activities
Capital expenditures	-1
Net cash provided by (used in) investing activities	-1
Cash flows from financing activities
Effect of exchange rates on cash	2	1
Increase (decrease) in cash and cash equivalents	6	13
Cash and cash equivalents at beginning of period	32	41
Cash and cash equivalents at end of period	38	54
HD Supply, Inc
Condensed consolidating cash flow statements
Net cash flows from operating activities	-23	-119
Cash flows from investing activities
Capital expenditures	-24	-28
Proceeds from sale of property and equipment	1
Net cash provided by (used in) investing activities	-23	-28
Cash flows from financing activities
Borrowings of long-term debt		20
Repayments of long-term debt	-16	-22
Borrowings on long-term revolver	307	275
Repayments of long-term revolver	-188	-85
Debt issuance and modification fees		-3
Other financing activities		-1
Net cash provided by (used in) financing activities	103	184
Effect of exchange rates on cash	2	1
Increase (decrease) in cash and cash equivalents	59	38
Cash and cash equivalents at beginning of period	85	111
Cash and cash equivalents at end of period	$144	$149