HD Supply Holdings, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.4 - EX-32.4 - HD Supply Holdings, Inc.	a17-15714_1ex32d4.htm
EX-32.3 - EX-32.3 - HD Supply Holdings, Inc.	a17-15714_1ex32d3.htm
EX-32.2 - EX-32.2 - HD Supply Holdings, Inc.	a17-15714_1ex32d2.htm
EX-32.1 - EX-32.1 - HD Supply Holdings, Inc.	a17-15714_1ex32d1.htm
EX-31.4 - EX-31.4 - HD Supply Holdings, Inc.	a17-15714_1ex31d4.htm
EX-31.3 - EX-31.3 - HD Supply Holdings, Inc.	a17-15714_1ex31d3.htm
EX-31.2 - EX-31.2 - HD Supply Holdings, Inc.	a17-15714_1ex31d2.htm
EX-31.1 - EX-31.1 - HD Supply Holdings, Inc.	a17-15714_1ex31d1.htm
EX-21.1 - EX-21.1 - HD Supply Holdings, Inc.	a17-15714_1ex21d1.htm
EX-10.4 - EX-10.4 - HD Supply Holdings, Inc.	a17-15714_1ex10d4.htm
EX-10.3 - EX-10.3 - HD Supply Holdings, Inc.	a17-15714_1ex10d3.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 30, 2017

- OR -

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number	Exact name of Registrant as specified in its charter, Address of principal executive offices and Telephone number	State of incorporation	I.R.S. Employer Identification Number
001-35979	HD SUPPLY HOLDINGS, INC. 3100 Cumberland Boulevard, Suite 1480 Atlanta, Georgia 30339 (770) 852-9000	Delaware	26-0486780

333-159809	HD SUPPLY, INC. 3100 Cumberland Boulevard, Suite 1480 Atlanta, Georgia 30339 (770) 852-9000	Delaware	75-2007383

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

HD Supply Holdings, Inc.		Yes x No o
HD Supply, Inc.		Yes o No x

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

HD Supply Holdings, Inc.		Yes x No o
HD Supply, Inc.		Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

HD Supply Holdings, Inc.
Large accelerated filer x	Accelerated filer o	Smaller reporting company o
Non-accelerated filer o (Do not check if a smaller reporting company)
Emerging growth company o
HD Supply, Inc.
Large accelerated filer o	Accelerated filer o	Smaller reporting company o
Non-accelerated filer x (Do not check if a smaller reporting company)
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act.

HD Supply Holdings, Inc.o

HD Supply, Inc.o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

HD Supply Holdings, Inc.		Yes o No x
HD Supply, Inc.		Yes o No x

The number of shares of the Registrant’s common stock outstanding as of September 1, 2017:

HD Supply Holdings, Inc.		186,646,151 shares of common stock, par value $0.01 per share
HD Supply, Inc.		1,000 shares of common stock, par value $0.01 per share, all of which were owned by HDS Holding Corporation, a wholly-owned subsidiary of HD Supply Holdings, Inc.

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INDEX TO FORM 10-Q

		Page

	Explanatory Note	3

	Forward-looking statements and information	3

Part I.	Financial Information

Item 1.	Financial Statements

	HD Supply Holdings, Inc.
	Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months ended July 30, 2017 and July 31, 2016 (unaudited)	5

	Consolidated Balance Sheets as of July 30, 2017 and January 29, 2017 (unaudited)	6

	Consolidated Statements of Cash Flows for the Six Months ended July 30, 2017 and July 31, 2016 (unaudited)	7

	HD Supply, Inc.
	Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months ended July 30, 2017 and July 31, 2016 (unaudited)	8

	Consolidated Balance Sheets as of July 30, 2017 and January 29, 2017 (unaudited)	9

	Consolidated Statements of Cash Flows for the Six Months ended July 30, 2017 and July 31, 2016 (unaudited)	10

	Notes to Consolidated Financial Statements (unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47

Item 4.	Controls and Procedures	47

Part II.	Other Information

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 6.	Exhibits	50

Signatures		51

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EXPLANATORY NOTE

This Form 10-Q is a combined quarterly report being filed separately by two registrants: HD Supply Holdings, Inc. and HD Supply, Inc. Unless the context indicates otherwise, any reference in this report to “Holdings” refers to HD Supply Holdings, Inc., any reference to “HDS” refers to HD Supply, Inc., the indirect wholly-owned subsidiary of Holdings, and any references to “HD Supply,” the “Company,” “we,” “us” and “our” refer to HD Supply Holdings, Inc. together with its direct and indirect subsidiaries, including HDS. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

FORWARD-LOOKING STATEMENTS AND INFORMATION

This quarterly report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth strategies and the industries in which we operate.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors could cause actual results to differ materially from those contained in or implied by the forward-looking statements, including those factors discussed in Item 1A, Risk Factors in our annual report on Form 10-K for the fiscal year ended January 29, 2017 and those described from time to time in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our results of operations, financial condition and liquidity, and the development of industries in which we operate include:

· inherent risks of the maintenance, repair and operations market and the non-residential and residential construction markets;

· our ability to maintain profitability;

· our ability to service our debt and to refinance all or a portion of our indebtedness;

· limitations and restrictions in the agreements governing our indebtedness;

· the competitive environment in which we operate and demand for our products and services in highly competitive and fragmented industries;

· the loss of any of our significant customers;

· competitive pricing pressure from our customers;

· our ability to identify and acquire suitable acquisition candidates on favorable terms;

· cyclicality and seasonality of the maintenance, repair and operations market and the non-residential and residential construction markets;

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· our ability to identify and develop relationships with a sufficient number of qualified suppliers and to maintain our supply chains;

· our ability to manage fixed costs;

· the development of alternatives to distributors in the supply chain;

· our ability to manage our working capital through product purchasing and customer credit policies;

· potential material liabilities under our self-insured programs;

· our ability to attract, train and retain highly qualified associates and key personnel;

· limitations on our income tax net operating loss carryforwards in the event of an ownership change; and

· our ability to identify and integrate new products.

You should read this report completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this report are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this report and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HD SUPPLY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Amounts in millions, except share and per share data, unaudited

	Three Months Ended						Six Months Ended
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
Net Sales	$	1,352		$	1,283		$	2,568		$	2,459
Cost of sales	813			770			1,545			1,477
Gross Profit	539			513			1,023			982
Operating expenses:
Selling, general and administrative	338			317			672			625
Depreciation and amortization	21			21			42			42
Restructuring	—			4			—			11
Total operating expenses	359			342			714			678
Operating Income	180			171			309			304
Interest expense	49			69			98			154
Loss on extinguishment of debt	—			—			3			115
Income from Continuing Operations Before Provision for Income Taxes	131			102			208			35
Provision for income taxes	50			41			69			15
Income from Continuing Operations	81			61			139			20
Income from discontinued operations, net of tax	361			37			388			64
Net Income	$	442		$	98		$	527		$	84
Other comprehensive income (loss) — foreign currency translation adjustment	(3		)	(2		)	(2		)	2
Total Comprehensive Income	$	439		$	96		$	525		$	86

Weighted Average Common Shares Outstanding (thousands)
Basic	197,752			199,250			199,230			199,029
Diluted	198,954			201,978			201,010			201,615

Basic Earnings Per Share(1):
Income from Continuing Operations	$	0.41		$	0.31		$	0.70		$	0.10
Income from Discontinued Operations	$	1.83		$	0.19		$	1.95		$	0.32
Net Income	$	2.24		$	0.49		$	2.65		$	0.42
Diluted Earnings Per Share(1):
Income from Continuing Operations	$	0.41		$	0.30		$	0.69		$	0.10
Income from Discontinued Operations	$	1.81		$	0.18		$	1.93		$	0.32
Net Income	$	2.22		$	0.49		$	2.62		$	0.42

(1) May not foot due to rounding.

The accompanying notes are an integral part of these consolidated financial statements.

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HD SUPPLY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Amounts in millions, except share and per share data, unaudited

	July 30, 2017			January 29, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	67		$	75
Receivables, less allowance for doubtful accounts of $11 and $9	693			559
Inventories	690			606
Current assets of discontinued operations	752			575
Other current assets	33			32
Total current assets	2,235			1,847
Property and equipment, net	266			253
Goodwill	1,807			1,807
Intangible assets, net	96			102
Deferred tax asset	857			556
Non-current assets of discontinued operations	1,120			1,122
Other assets	23			20
Total assets	$	6,404		$	5,707
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	454		$	320
Accrued compensation and benefits	83			98
Current installments of long-term debt	14			14
Current liabilities of discontinued operations	354			259
Other current liabilities	189			152
Total current liabilities	1,094			843
Long-term debt, excluding current installments	4,038			3,798
Non-current liabilities of discontinued operations	41			20
Other liabilities	100			86
Total liabilities	5,273			4,747
Stockholders’ equity:
Common stock, par value $0.01; 1 billion shares authorized; 189.1 million and 201.4 million shares issued and outstanding at July 30, 2017 and January 29, 2017, respectively	2			2
Paid-in capital	4,004			3,962
Accumulated deficit	(2,408		)	(2,969		)
Accumulated other comprehensive loss	(17		)	(15		)
Treasury stock, at cost, 14.2 and 0.6 million shares at July 30, 2017 and January 29, 2017, respectively	(450		)	(20		)
Total stockholders’ equity	1,131			960
Total liabilities and stockholders’ equity	$	6,404		$	5,707

The accompanying notes are an integral part of these consolidated financial statements.

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HD SUPPLY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, unaudited

	Six Months Ended
	July 30, 2017			July 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	527		$	84
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation and amortization	50			51
Provision for uncollectibles	4			3
Non-cash interest expense	6			9
Payment of discounts upon extinguishment of debt	(4		)	—
Loss on extinguishment of debt	3			115
Stock-based compensation expense	12			11
Deferred income taxes	(223		)	52
Loss on sales of businesses, net	—			3
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:
(Increase) decrease in receivables	(258		)	(232		)
(Increase) decrease in inventories	(141		)	(118		)
(Increase) decrease in other current assets	—			(9		)
Increase (decrease) in accounts payable and accrued liabilities	212			196
Increase (decrease) in other long-term liabilities	1			(1		)
Net cash provided by (used in) operating activities	189			164
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(43		)	(32		)
Proceeds from sales of property and equipment	2			1
Proceeds from sales of businesses, net	—			37
Net cash provided by (used in) investing activities	(41		)	6
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under employee benefit plans	29			14
Purchase of treasury shares	(414		)	(14		)
Borrowings of long-term debt	—			1,000
Repayments of long-term debt	(103		)	(1,110		)
Borrowings on long-term revolver debt	599			—
Repayments on long-term revolver debt	(261		)	—
Debt issuance costs	(6		)	(15		)
Other financing activities	—			(2		)
Net cash provided by (used in) financing activities	(156		)	(127		)
Effect of exchange rates on cash and cash equivalents	—			1
Increase (decrease) in cash and cash equivalents	$	(8	)	$	44
Cash and cash equivalents at beginning of period	75			269
Cash and cash equivalents at end of period	$	67		$	313

The accompanying notes are an integral part of these consolidated financial statements.

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HD SUPPLY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Amounts in millions, unaudited

	Three Months Ended						Six Months Ended
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
Net Sales	$	1,352		$	1,283		$	2,568		$	2,459
Cost of sales	813			770			1,545			1,477
Gross Profit	539			513			1,023			982
Operating expenses:
Selling, general and administrative	338			317			672			625
Depreciation and amortization	21			21			42			42
Restructuring	—			4			—			11
Total operating expenses	359			342			714			678
Operating Income	180			171			309			304
Interest expense	49			69			98			154
Loss on extinguishment of debt	—			—			3			115
Other (Income) expense, net	—			—			—			—
Income from Continuing Operations Before Provision for Income Taxes	131			102			208			35
Provision for income taxes	50			41			69			15
Income from Continuing Operations	81			61			139			20
Income from discontinued operations, net of tax	361			37			388			64
Net Income	$	442		$	98		$	527		$	84
Other comprehensive income (loss) — foreign currency translation adjustment	(3		)	(2		)	(2		)	2
Total Comprehensive Income	$	439		$	96		$	525		$	86

The accompanying notes are an integral part of these consolidated financial statements.

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HD SUPPLY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Amounts in millions, except share and per share data, unaudited

	July 30, 2017			January 29, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	55		$	73
Receivables, less allowance for doubtful accounts of $11 and $9	693			559
Inventories	690			606
Current assets of discontinued operations	752			575
Other current assets	33			32
Total current assets	2,223			1,845
Property and equipment, net	266			253
Goodwill	1,807			1,807
Intangible assets, net	96			102
Deferred tax asset	857			556
Non-current assets of discontinued operations	1,120			1,122
Other assets	23			20
Total assets	$	6,392		$	5,705
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable	$	454		$	320
Accrued compensation and benefits	83			98
Current installments of long-term debt	14			14
Current liabilities of discontinued operations	354			259
Other current liabilities	151			152
Total current liabilities	1,056			843
Long-term debt, excluding current installments	4,038			3,798
Non-current liabilities of discontinued operations	41			20
Other liabilities	100			86
Total liabilities	5,235			4,747
Stockholder’s equity:
Common stock, par value $0.01; authorized 1,000 shares; issued and outstanding 1,000 shares at July 30, 2017 and January 29, 2017	—			—
Paid-in capital	3,423			3,806
Accumulated deficit	(2,249		)	(2,833		)
Accumulated other comprehensive loss	(17		)	(15		)
Total stockholder’s equity	1,157			958
Total liabilities and stockholder’s equity	$	6,392		$	5,705

The accompanying notes are an integral part of these consolidated financial statements.

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HD SUPPLY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, unaudited

	Six Months Ended
	July 30, 2017			July 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	527		$	84
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation and amortization	50			51
Provision for uncollectibles	4			3
Non-cash interest expense	6			9
Payment of discounts upon extinguishment of debt	(4		)	—
Loss on extinguishment of debt	3			115
Stock-based compensation expense	12			11
Deferred income taxes	(223		)	52
Loss on sales of businesses, net	—			3
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:
(Increase) decrease in receivables	(258		)	(232		)
(Increase) decrease in inventories	(141		)	(118		)
(Increase) decrease in other current assets	—			(9		)
Increase (decrease) in accounts payable and accrued liabilities	212			196
Increase (decrease) in other long-term liabilities	1			(1		)
Net cash provided by (used in) operating activities	189			164
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(43		)	(32		)
Proceeds from sales of property and equipment	2			1
Proceeds from sales of businesses, net	—			37
Net cash provided by (used in) investing activities	(41		)	6
CASH FLOWS FROM FINANCING ACTIVITIES:
Equity distribution	(395		)	—
Borrowings of long-term debt	—			1,000
Repayments of long-term debt	(103		)	(1,110		)
Borrowings on long-term revolver debt	599			—
Repayments on long-term revolver debt	(261		)	—
Debt issuance costs	(6		)	(15		)
Other financing activities	—			(2		)
Net cash provided by (used in) financing activities	(166		)	(127		)
Effect of exchange rates on cash and cash equivalents	—			1
Increase (decrease) in cash and cash equivalents	$	(18	)	$	44
Cash and cash equivalents at beginning of period	73			266
Cash and cash equivalents at end of period	$	55		$	310

The accompanying notes are an integral part of these consolidated financial statements.

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HD SUPPLY HOLDINGS, INC. AND SUBSIDIARIES

HD SUPPLY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 two distinct market sectors: Maintenance, Repair & Operations and Specialty Construction. Through approximately 260 locations across 36 U.S. states and six Canadian provinces, the Company serves these markets with an integrated go-to-market strategy. HD Supply has approximately 11,000 associates delivering localized, customer-tailored products, services and expertise. The Company serves approximately 500,000 customers, which include contractors, maintenance professionals, industrial businesses, and government entities. HD Supply’s broad range of end-to-end product lines and services includes approximately 500,000 stock-keeping units (“SKUs”) of quality, name-brand and proprietary-brand products as well as value-add services supporting the entire life-cycle of a project from construction to maintenance, repair and operations.

HD Supply is managed primarily on a product line basis and reports results of operations in two reportable segments: Facilities Maintenance and Construction & Industrial. In addition, the consolidated financial statements include Corporate, which is comprised of enterprise-wide functional departments.

See “Note 2 — Discontinued Operations” for further information on the sale of the Waterworks business.

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 the Company’s annual report on Form 10-K for the year ended January 29, 2017, which includes all disclosures required by generally accepted accounting principles in the United States of America (“GAAP”).

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 28, 2018 (“fiscal 2017”) and January 29, 2017 (“fiscal 2016”) both include 52 weeks. The three months ended July 30, 2017 (“second quarter 2017”) and July 31, 2016 (“second quarter 2016”) both include 13 weeks. The six months ended July 30, 2017 and July 31, 2016 both include 26 weeks.

Principles of Consolidation

The consolidated financial statements of Holdings present the results of operations, financial position and cash flows of Holdings and its wholly-owned subsidiaries, including HDS. The consolidated financial statements of HDS present the results of operations, financial position and cash flows of HDS 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.

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HD SUPPLY HOLDINGS, INC. AND SUBSIDIARIES

HD SUPPLY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 certain legal claims, and is self-insured for medical claims, while maintaining per employee stop loss coverage. 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 July 30, 2017 and January 29, 2017, self-insurance reserves totaled approximately $81 million and $79 million, respectively.

NOTE 2 — DISCONTINUED OPERATIONS

On June 4, 2017, the Company entered into a definitive agreement to sell its Waterworks business unit to funds affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) for $2.5 billion cash payable at closing, subject to customary regulatory approvals. On August 1, 2017, the Company completed the sale of the Waterworks business unit to funds affiliated with CD&R. For additional information on the sale of the Waterworks business unit, please see “Note 13 — Subsequent Events.”

In May 2016, the Company completed the sale of its Interior Solutions business.

Summary Financial Information

In accordance with Accounting Standards Codification (“ASC”) 205-20, “Discontinued Operations,” as amended, the results of Waterworks and Interior Solutions 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. All Consolidated Statements of Operations and Comprehensive Income presented have been revised to reflect this presentation.

In accordance with ASC 740, “Income Taxes,” a deferred tax asset should be recognized for the excess of the tax basis over the financial reporting carrying value of an investment in a subsidiary (“outside basis difference”) when it is apparent that the temporary difference will reverse in the foreseeable future. In connection with presenting the Waterworks business unit as a discontinued operation as of July 30, 2017, the Company was required to re-evaluate its position related to the recognition of a deferred tax asset or liability for the outside basis difference of the Waterworks corporate subsidiary being sold. In prior years, and as required under ASC 740, deferred taxes for such outside basis difference had not been recognized because the outside basis difference was deemed permanent in nature. Due to the pending sale of the Waterworks business unit as of July 30, 2017, the outside basis difference was no longer deemed to be permanent in nature and is expected to reverse in the foreseeable future. As a result, a net deferred tax asset of $323 million and a corresponding income tax benefit for the difference in the Company’s stock basis versus its book carrying value of the Waterworks corporate subsidiary was recorded in the second quarter of fiscal 2017. Since the deferred tax asset will remain with and be settled by HD Supply, the deferred tax asset has not been included in the assets held for sale. However, the income statement benefit associated with recording the $323 million deferred tax asset was recorded in the discontinued operations.

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The following table provides additional detail related to the results of operations of the discontinued operations (amounts in millions):

	Three Months Ended					Six Months Ended
	July 30, 2017			July 31, 2016		July 30, 2017			July 31, 2016
Net sales	$	746		$	755	$	1,403		$	1,422
Cost of sales	582			583		1,092			1,094
Gross Profit	164			172		311			328
Operating expenses:
Selling, general and administrative	100			105		197			214
Depreciation and amortization	3			3		6			6
Restructuring Charges	—			1		—			1
Total operating expenses	103			109		203			221
Operating Income	61			63		108			107
Loss on disposal of discontinued operations	—			2		—			2
Other (Income) expense, net	1			—		3			—
Income before provision (benefit) for income taxes	60			61		105			105
Provision (benefit) for income taxes	(301		)	24		(283		)	41
Income from discontinued operations, net of tax	$	361		$	37	$	388		$	64

At July 30, 2017 and January 29, 2017, the carrying amounts of major classes of assets and liabilities of discontinued operations included in the Consolidated Balance Sheets were as follows (amounts in millions):

	July 30, 2017		January 29, 2017
Current assets:
Receivables, less allowance for doubtful accounts of $4 and $4	$	466	$	346
Inventories	283		225
Other current assets	3		4
Total current assets	752		575
Property and equipment, net	50		51
Goodwill	1,061		1,061
Intangible assets, net	9		10
Total non-current assets	1,120		1,122
Total assets of discontinued operations	$	1,872	$	1,697

Current Liabilities:
Accounts payable	$	316	$	212
Accrued compensation and benefits	32		42
Other current liabilities	6		5
Total current liabilities	354		259
Deferred tax liability	21		—
Other non-current liabilities	20		20
Total non-current liabilities	41		20
Total liabilities of discontinued operations	$	395	$	279

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The following table provides additional detail related to the net cash provided by operating and investing activities of the discontinued operations (amounts in millions):

	Six Months Ended
	July 30, 2017			July 31, 2016

Net cash flows provided by (used in) operating activities	$	11		$	(6	)
Cash flows from investing activities:
Capital expenditures	(5		)	(4		)
Proceeds from sales of businesses, net	—			37
Proceeds from sales of property and equipment, net	2			—
Net cash flows provided by (used in) investing activities	$	(3	)	$	33

NOTE 3 — DEBT

HDS’s long-term debt as of July 30, 2017 and January 29, 2017 consisted of the following (dollars in millions):

	July 30, 2017				January 29, 2017
	Outstanding Principal			Interest Rate %(1)	Outstanding Principal			Interest Rate %(1)
Senior ABL Facility due 2022	$	762		3.29	$	421		2.38
Term B-1 Loans due 2021	535			4.05	639			3.75
Term B-2 Loans due 2023	546			4.05	549			3.75
December 2014 First Priority Notes due 2021	1,250			5.25	1,250			5.25
April 2016 Senior Unsecured Notes due 2024	1,000			5.75	1,000			5.75
Total gross long-term debt	$	4,093			$	3,859
Less unamortized discount	(7		)		(9		)
Less unamortized deferred financing costs	(34		)		(38		)
Total net long-term debt	$	4,052			$	3,812
Less current installments	(14		)		(14		)
Total net long-term debt, excluding current installments	$	4,038			$	3,798

(1) Represents the stated rate of interest, without including the effect of discounts or premiums.

On April 18, 2017, HDS used cash and available borrowings under its Senior ABL Facility, as defined below, to repay $100 million aggregate principal of its approximately $842 million original aggregate principal tranche of term loans due 2021 (the “Term B-1 Loans”). As a result, the Company incurred a $2 million loss on extinguishment of debt, which included write-offs of unamortized original issue discount and unamortized deferred financing costs for $1 million each, in accordance with ASC 470-50, “Debt — Modifications and Extinguishments.”

On April 5, 2017, HDS entered into a Third Amendment (the “Third Amendment”) to the credit agreement governing its existing Senior ABL Facility. The Third Amendment, among other things, reduced the applicable margin for borrowings under the Senior ABL Facility, reduced the applicable commitment fee, and extended the maturity date of the Senior ABL Facility until April 5, 2022. As a result, the Company recorded a $1 million loss on extinguishment of debt, in accordance with ASC 470-50, “Debt — Modifications and Extinguishments,” for the write-off of $1 million of unamortized deferred financing costs.

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Senior Credit Facilities

Senior ABL Facility

HDS’s Senior Asset Based Lending Facility due 2022 (the “Senior ABL Facility”) provides for senior secured revolving loans and letters of credit of up to a maximum aggregate principal amount of $1,500 million (subject to availability under a borrowing base). Extensions of credit under the Senior ABL Facility 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 July 30, 2017, HDS had $530 million of additional available borrowings under the Senior ABL Facility (after giving effect to the borrowing base limitations and approximately $30 million in letters of credit issued and including $7 million of borrowings available on qualifying cash balances). Of the approximately $762 million borrowed on the Senior ABL Facility as of July 30, 2017, approximately $62 million represents Canadian borrowings with the remainder in the U.S.

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 banker’s acceptance (“BA”) rate plus an applicable margin, or the Canadian Prime Rate plus an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the agreement governing the Senior ABL Facility, 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 Senior ABL Facility agreement) then in effect for LIBOR Loans and an unused commitment fee subject to a pricing grid, included in the agreement governing the Senior ABL Facility, based on the Average Daily Used Percentage (as defined in the Senior ABL Facility).

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.

See “Note 13 — Subsequent Events” for additional information regarding the repayment of certain outstanding amounts under the Senior ABL Facility.

Senior Term Loan Facility

HDS’s Senior Term Facility (the “Senior Term Facility”) consists of a senior secured term loan facility (the ‘‘Term Loan Facility,’’ and the term loans thereunder, the ‘‘Term Loans’’) providing for Term Loans with remaining aggregate principal amount of $1,081 million. Term B-1 Loans will mature on August 13, 2021 and Term B-2 Loans will mature on October 17, 2023. Both Term B-1 Loans and Term B-2 Loans amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Term Loans with the balances payable on their respective maturity dates. Both Term B-1 Loans and Term B-2 Loans bear interest at the applicable margin for borrowings of 2.75% for LIBOR borrowings and 1.75% for base rate borrowings. The Term Loan Facility allows for a reduction to the applicable margin on the Term B-2 Loans from 2.75% per annum to 2.50% per annum upon the Company reaching a consolidated total leverage ratio of 3.0x or less.

For additional information on our Senior ABL Facility or Senior Term Facility (collectively, the “Senior Credit Facilities”), including guarantees and security, please refer to the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended January 29, 2017.

See “Note 13 — Subsequent Events” for additional information on the Term Loan Facility.

Secured Notes

5.25% Senior Secured First Priority Notes due 2021

HDS’s 5.25% Senior Secured First Priority Notes due 2021 (the “December 2014 First Priority Notes”) bear interest at 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.

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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 governing the December 2014 First Priority Notes (as amended or supplemented, the “2014 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 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 original aggregate principal amount of December 2014 First Priority Notes must remain outstanding immediately after each such redemption of December 2014 First Priority Notes.

On August 2, 2017, HDS delivered a notice of redemption to holders of its December 2014 First Priority Notes. The December 2014 First Priority Notes were redeemed on September 1 2017. For additional information, see “Note 13 — Subsequent Events.”

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 (as defined in the 2014 indenture), 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 and Excluded Subsidiary Securities (each as defined in the 2014 indenture) and together (the “Cash Flow Priority Collateral”).

The 2014 indenture governing the December 2014 First 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 would cause such subsidiary to be required to file separate financial statements with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 3-16 of Regulation S-X (as in effect from time to time).

In connection with the December 2014 First Priority Notes, the 2014 indenture was discharged and the liens securing the December 2014 First Priority Notes were release in accordance with the terms of the 2014 indenture. For additional information, see “Note 13 — Subsequent Events.”

Unsecured Notes

5.75% Senior Unsecured Notes due 2024

HDS’s 5.75% Senior Unsecured Notes due 2024 (the “April 2016 Senior Unsecured Notes”) bear interest at a rate of 5.75% and will mature on April 15, 2024. Interest is paid semi-annually in arrears on April 15th and October 15th of each year.

Redemption

HDS may redeem the April 2016 Senior Unsecured Notes, in whole or in part, at any time (1) prior to April 15, 2019, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium set forth in the April 2016 Senior Unsecured

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Notes indenture (as amended or supplemented, the “2016 indenture”) and (2) on and after April 15, 2019, at the applicable redemption price set forth below (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on April 15 of the year set forth below.

Year	Percentage
2019	104.313	%
2020	102.875	%
2021	101.438	%
2022 and thereafter	100.000	%

In addition, at any time prior to April 15, 2019, HDS may redeem on one or more occasions up to 40% of the aggregate principal amount of the April 2016 Senior Unsecured Notes with the proceeds of certain equity offerings at a redemption price of 105.75% of the principal amount in respect of the April 2016 Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to the redemption date, provided, however, that if the April 2016 Senior Unsecured Notes are redeemed, an aggregate principal amount of April 2016 Senior Unsecured Notes equal to at least 50% of the original aggregate principal amount of April 2016 Senior Unsecured Notes must remain outstanding immediately after each such redemption of April 2016 Senior Unsecured Notes.

For additional information on the December 2014 First Priority Notes and the April 2016 Senior Unsecured Notes, including guarantees and security, please refer to the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended January 29, 2017.

See “Note 13 — Subsequent Events” for additional information on the recently completed consent solicitation related to the April 2016 Senior Unsecured Notes.

Debt covenants

HDS’s outstanding debt agreements contain various restrictive covenants including, but not limited to, limitations on the incurrence of additional indebtedness and dividend payments and restrictions on the use of proceeds from asset dispositions. As of July 30, 2017, HDS was in compliance with all such covenants that were in effect on such date.

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 Consolidated Balance Sheets were as follows as of July 30, 2017 and January 29, 2017 (amounts in millions):

	As of July 30, 2017				As of January 29, 2017
	Recorded Amount(1)		Estimated Fair Value		Recorded Amount(1)		Estimated Fair Value
Senior ABL Facility	$	762	$	758	$	421	$	410
Term Loans and Notes	3,331		3,475		3,438		3,572
Total	$	4,093	$	4,233	$	3,859	$	3,982

(1) These amounts do not include accrued interest; accrued interest is classified as Other current liabilities in the accompanying Consolidated Balance Sheets. These amounts do not include any related discounts, premiums, or deferred financing costs.

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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.

NOTE 5 — INCOME TAXES

For the six months ended July 30, 2017, the Company’s combined federal, state, and foreign effective tax rate for continuing operations was an expense of 33.2%. The effective rate for continuing operations for the six months ended July 31, 2016 was an expense of 42.9%.

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 audits. For the six months ended July 30, 2017, the application of stock-based compensation expense guidance in ASU No. 2016-09 resulted in discrete tax benefits of $12 million from the exercise and vesting of stock based awards, which lowered the effective tax rate by 580 basis points. For additional information on the Company’s adoption of ASU No. 2016-09, see “Note 12 — Recent Accounting Pronouncements.”

As of January 29, 2017, the Company’s unrecognized tax benefits in accordance with the income taxes principles of GAAP, ASC 740, “Income Taxes,” were $10 million. As of July 30, 2017, the Company’s unrecognized tax benefits remained unchanged. The Company’s ending net accrual for interest and penalties related to unrecognized tax benefits as of January 29, 2017 was zero and remained unchanged as of July 30, 2017. As of January 29, 2017, the Company’s valuation allowance on its U.S. deferred tax assets was approximately $5 million and remained unchanged as of July 30, 2017. 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.

NOTE 6—BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES

The following basic and diluted weighted average common shares information is provided for Holdings.

The reconciliation of basic to diluted weighted average common shares for the three and six months ended July 30, 2017 and July 31, 2016 was as follows (in thousands):

	Three Months Ended		Six Months Ended
	July 30, 2017	July 31, 2016	July 30, 2017	July 31, 2016
Weighted-average common shares	197,752	199,250	199,230	199,029
Effect of potentially dilutive stock plan securities	1,202	2,728	1,780	2,586
Diluted weighted-average common shares	198,954	201,978	201,010	201,615
Stock plan securities excluded from dilution (1)	2,383	1,452	1,652	2,240

(1) Represents securities not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

Stock plan securities consist of securities (stock options, restricted stock and restricted stock units) granted under Holdings’ stock-based compensation plans.

NOTE 7 — SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

Receivables

Receivables as of July 30, 2017 and January 29, 2017 consisted of the following (amounts in millions):

	July 30, 2017		January 29, 2017
Trade receivables, net of allowance for doubtful accounts	$	631	$	499
Vendor rebate receivables	48		50
Other receivables	14		10
Total receivables, net	$	693	$	559

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Other Current Liabilities

Other current liabilities as of July 30, 2017 and January 29, 2017 consisted of the following (amounts in millions):

	HD Supply Holdings, Inc.				HD Supply, Inc.
	July 30, 2017		January 29, 2017		July 30, 2017		January 29, 2017
Accrued interest	$	30	$	30	$	30	$	30
Accrued non-income taxes	40		30		40		30
Unsettled share repurchases	38		—		—		—
Other	81		92		81		92
Total other current liabilities	$	189	$	152	$	151	$	152

Supplemental Cash Flow Information

Cash paid for interest in the six months ended July 30, 2017 and July 31, 2016 was $92 million and $161 million, respectively. During the six months ended July 30, 2017, the Company paid $4 million of original issue discounts related to the $100 million payment on Term B-1 Loans.

Cash paid for income taxes, net of refunds, in the six months ended July 30, 2017 and July 31, 2016 was approximately $10 million and $6 million, respectively.

During the six months ended July 30, 2017, HDS executed an equity cash distribution of $395 million to Holdings, via HDS’s direct parent, HDS Holding Corporation. The equity distribution from HDS and return of capital recognized by Holdings were eliminated in consolidation of Holdings and its wholly-owned subsidiaries, including HDS.

On June 3, 2017, Holdings’ Board of Directors authorized the Company to enter into a share repurchase program for the repurchase of up to an aggregate amount of $500 million of Holdings’ common stock. As of July 30, 2017, under this plan, Holdings has repurchased 13,449,146 shares of its common stock for $421 million. In combination with the 2014 authorized share repurchase plan, Holdings has repurchased a total of 14,267,923 shares of its common stock during the first six months of fiscal 2017 for $452 million, of which $38 million remain unsettled as of July 30, 2017.

See “Note 13 — Subsequent Events” for additional information regarding the Company’s share repurchase programs.

Significant Non-Cash Transactions

During the six months ended July 30, 2017, Holdings retired 611,433 shares of its common stock (“Retired Shares”) held as treasury shares by Holdings in the amount of $23 million. All of these shares were repurchased by Holdings pursuant to the publicly announced share repurchase program previously authorized by Holdings’ board of directors. 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 ASC 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.

Build-to-Suit Lease

On February 4, 2016, the Company entered into a build-to-suit arrangement for a leadership development and headquarters facility in Atlanta, Georgia, which began construction in 2016. The lease commences upon completion of construction which is anticipated to be early 2018.

In accordance with ASC 850, “Leases,” for build-to-suit arrangements where the Company is involved in the construction of structural improvements prior to the commencement of the lease or takes some level of

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construction risk, the Company is considered the owner of the assets and land during the construction period. Accordingly, during construction activities, the Company recorded a Construction in progress asset within Property and equipment and a corresponding financing liability on the Consolidated Balance Sheet for contributions by the landlord toward construction. Once the construction is completed, if the lease meets certain “sales-leaseback” criteria, the Company will remove the asset and related financial obligation from the Consolidated Balance Sheet and treat the building lease as an operating lease. If upon completion of construction, the lease does not meet the “sales-leaseback” criteria, the leased property will be treated as a capital lease and included in Property and equipment on the Consolidated Balance Sheet. As of July 30, 2017, the Consolidated Balance Sheet includes $35 million of build-to-suit assets in Construction in progress, and the corresponding financial obligation of $35 million in Other long-term liabilities in the Consolidated Balance Sheet.

NOTE 8—RESTRUCTURING ACTIVITIES

As a result of the sale of the Power Solutions business unit in fiscal 2015, management evaluated the Company’s talent alignment and functional support strategies. Consequently, during fiscal 2015, the Company initiated a restructuring plan to strategically align its leadership and functional support teams. During the six months ended July 31, 2016, the Company incurred $11 million of restructuring charges under this plan. The Company completed the activities under this plan in fiscal 2016 and does not expect to incur any additional charges. As of July 30, 2017 and January 29, 2017, the Company’s liability balance for these restructuring activities was $2 million and $4 million respectively, and is included in Other current liabilities in the Consolidated Balance Sheets. Payments for these charges are expected to be substantially complete by the end of fiscal 2017.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Legal Matters

On July 10, 2017, a putative class action complaint was filed in the U.S. District Court for the Northern District of Georgia by The City of Hollywood Police Officers’ Retirement System (the “Retirement System complaint”) against HD Supply and certain senior members of its management (collectively, the “defendants”). On August 8, 2017, a second class action complaint was filed in the U.S. District Court for the Northern District of Georgia by Obioma Ebisike (the “Ebisike complaint” and together with the Retirement System complaint, the “complaints”) against the defendants. The complaints are brought individually on behalf of all persons other than defendants who purchased or otherwise acquired Company securities between November 9, 2016 and June 5, 2017. The complaints generally allege that the defendants engaged in a fraudulent scheme to inflate the Company’s stock price by making materially false and misleading statements about the Company’s business, operational, and compliance policies that allegedly failed to disclose: (1) that the Company’s full year 2017 growth and operational leverage targets were unattainable; (2) the operational recovery of the Company’s Facilities Maintenance business unit’s supply chain was not going according to plan; and (3) the Company was exploring the sale of its Waterworks business unit. The complaints assert claims against the defendants under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, and they seek (1) class certification under the Federal Rules of Civil Procedure, (2) damages in an amount to be proven at trial, (3) pre-judgment and post-judgment interest, and (4) attorneys’ fees and other costs.

On August 8, 2017, two shareholder derivative complaints were filed (one by Sean Zhou and another by James Calderaro) against the Company (the “nominal defendant”) and certain members of its senior management and board of directors (collectively, the “individual defendants”). The complaints generally allege that the individual defendants caused the Company to issue false and misleading statements concerning the Company’s business, operations, and financial prospects, including misrepresentations regarding operating leverage and supply chain corrective actions, while failing to disclose: (1) that the Company’s growth and operating leverage targets for full year 2017 were unattainable; (2) the operational recovery of the Company’s Facilities Maintenance business unit’s supply chain was not progressing as expected and would require substantial additional investment; and (3) the Company was preparing to sell its Waterworks business unit. The complaints assert claims against the individual defendants under Section 14(a) of the Securities Exchange Act of 1934, allege

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breaches of fiduciary duties, and assert claims under theories of unjust enrichment, corporate waste, and insider selling. The complaints assert a claim to recover any damages sustained by the Company as a result of the individual defendants’ actions, ask that the Company take certain actions to reform and improve its corporate governance and internal procedures, seek restitution on behalf of the Company, and seek to recover attorneys’ fees and other costs.

The Company intends to defend these lawsuits vigorously. Given the stage of the complaints and the claims and issues presented in the above matters, the Company cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from these unresolved lawsuits.

HD Supply is involved in various legal proceedings arising in the normal course of its business. The Company establishes reserves for litigation and similar matters when those matters present loss contingencies that it determines to be both probable and reasonably estimable in accordance with ASC 450, “Contingencies.” In the opinion of management, based on current knowledge, all reasonably estimable and probable matters are believed to be adequately reserved for or covered by insurance and are not expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. For all other matters management believes the possibility of losses from such matters is not probable, the potential loss from such matters is not reasonably estimable, or such matters, if disposed of unfavorably to the Company, are of such kind or involve such amounts that would not have a material adverse effect on the financial position, results of operations or cash flows of the Company. For material matters that are reasonably possible and reasonably estimable, including matters that are probable and estimable but for which the amount that is reasonably possible is in excess of the amount that the Company has accrued for, management has estimated the aggregate range of potential loss as $0 to $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.

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 its 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 two 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.

· Construction & Industrial—Construction & Industrial distributes specialized hardware, tools, engineered materials and safety products to non-residential and residential contractors. Construction & Industrial also offers light remodeling and construction supplies, kitchen and bath cabinets, windows, plumbing materials, electrical equipment and other products, primarily to small remodeling contractors and trade professionals.

In addition to the reportable segments, the Company’s consolidated financial results include ‘‘Corporate.’’ Corporate includes costs related to the Company’s centralized support functions, which are comprised of finance, information technology, human resources, legal, supply chain and other support services, and removes inter-segment transactions.

See “Note 2 — Discontinued Operations” for further information on the sale of the Waterworks business.

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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 Maintenance		Construction & Industrial		Corporate			Total Continuing Operations
Three Months Ended July 30, 2017
Net sales	$	769	$	584	$	(1	)	$	1,352
Adjusted EBITDA	156		69		(17		)	208
Depreciation(1) & Software Amortization	5		9		5			19
Other Intangible Amortization	2		—		1			3
Three Months Ended July 31, 2016
Net sales	$	741	$	544	$	(2	)	$	1,283
Adjusted EBITDA	151		68		(16		)	203
Depreciation(1) & Software Amortization	7		9		4			20
Other Intangible Amortization	2		—		1			3
Six Months Ended July 30, 2017
Net sales	$	1,451	$	1,120	$	(3	)	$	2,568
Adjusted EBITDA	273		124		(32		)	365
Depreciation(1) & Software Amortization	12		18		8			38
Other Intangible Amortization	3		—		3			6
Six Months Ended July 31, 2016
Net sales	$	1,418	$	1,045	$	(4	)	$	2,459
Adjusted EBITDA	285		117		(32		)	370
Depreciation(1) & Software Amortization	15		17		6			38
Other Intangible Amortization	3		—		3			6

(1) Depreciation includes amounts recorded within Cost of sales in the Consolidated Statements of Operations.

Reconciliation to Consolidated Financial Statements

	Three Months Ended				Six Months Ended
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
Total Adjusted EBITDA	$	208	$	203	$	365	$	370
Depreciation and amortization(1)	22		23		44		44
Stock-based compensation	6		5		12		11
Restructuring	—		4		—		11
Operating income	180		171		309		304
Interest expense, net	49		69		98		154
Loss on extinguishment of debt(2)	—		—		3		115
Income from Continuing Operations Before Provision for Income Taxes	131		102		208		35
Provision for income taxes	50		41		69		15
Income from continuing operations	81		61		139		20
Income from discontinued operations, net of tax	361		37		388		64
Net income	$	442	$	98	$	527	$	84

(1) Depreciation and amortization includes amounts recorded within Cost of sales in the Consolidated Statements of Operations.

(2) Represents the loss on extinguishment of debt including the write-off of unamortized deferred financing costs, original issue discount, and other assets or liabilities associated with such debt.

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NOTE 11—SUBSIDIARY GUARANTORS

HDS (the “Debt Issuer”) has outstanding December 2014 First Priority Notes and April 2016 Senior Unsecured Notes (collectively the “Notes”), which are 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 (the “Non-guarantor Subsidiaries”) are direct or indirect wholly-owned subsidiaries of HDS and primarily include HDS’s operations in Canada.

The Debt Issuer’s payment obligations under the Notes are jointly and severally guaranteed by the guarantors and all guarantees are full and unconditional.

These guarantees are subject to release under the circumstances as described below:

(i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of the applicable indebtedness by HDS or a restricted subsidiary, following which such Subsidiary Guarantor is no longer a restricted subsidiary of HDS;

(ii) at any time that such Subsidiary Guarantor is released from all of its obligations under all of its guarantees of payment of any indebtedness of HDS or any Subsidiary Guarantor under all other indebtedness and is not a borrower under the Senior ABL Facility;

(iii) upon the merger or consolidation of any Subsidiary Guarantor with and into HDS or another Subsidiary Guarantor that is the surviving entity in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to HDS or another Subsidiary Guarantor;

(iv) concurrently with any Subsidiary Guarantor becoming an unrestricted subsidiary;

(v) during the period when the rating on the notes is changed to investment grade and certain covenants cease to apply while such investment grade rating is maintained, upon the merger or consolidation of any Subsidiary Guarantor with and into another subsidiary that is not a Subsidiary Guarantor with such other subsidiary being the surviving entity in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a subsidiary that is not a Subsidiary Guarantor;

(vi) upon legal or covenant defeasance of HDS’s obligations under the applicable indebtedness, or satisfaction and discharge of the indenture governing the applicable indebtedness; or

(vii) subject to customary contingent reinstatement provisions, upon payment in full of the aggregate principal amount of all applicable indebtedness then outstanding and all other obligations guaranteed by a Subsidiary Guarantor then due and owing.

In addition, HDS has the right, upon 30 days’ notice to the applicable trustee, to cause any Subsidiary Guarantor that has not guaranteed payment of any indebtedness of HDS or any Subsidiary Guarantor under all other indebtedness and is not a borrower under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect.

In connection with the issuance of the Notes, HDS determined the need for compliance with Rule 3-10 of SEC Regulation S-X. In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, HDS has included the accompanying Condensed Consolidating Financial Statements in accordance with Rule 3-10(f) of SEC Regulation S-X. The following supplemental financial information sets forth, on a consolidating basis under the equity method of accounting, the condensed consolidating statements of operations and comprehensive income (loss), the condensed consolidating balance sheets and the condensed consolidating cash flow statements for the Debt Issuer, for the Subsidiary Guarantors and the Non-guarantor Subsidiaries and total consolidated amount for the Debt Issuer and subsidiaries (amounts in millions).

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended July 30, 2017
	Debt Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total HDS
Net Sales	$	—		$	1,316		$	36		$	—		$	1,352
Cost of sales	—			793			20			—			813
Gross Profit	—			523			16			—			539
Operating expenses:
Selling, general and administrative	21			304			13			—			338
Depreciation and amortization	3			17			1			—			21
Total operating expenses	24			321			14			—			359
Operating Income (Loss)	(24		)	202			2			—			180
Interest expense	56			31			1			(39		)	49
Interest (income)	(32		)	(7		)	—			39			—
Net (earnings) loss of equity affiliates	(239		)	—			—			239			—
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	191			178			1			(239		)	131
Provision for income taxes	48			1			1			—			50
Income (Loss) from Continuing Operations	143			177			—			(239		)	81
Income (loss) from discontinued operations, net of tax	299			61			1			—			361
Net Income (Loss)	$	442		$	238		$	1		$	(239	)	$	442
Other comprehensive income (loss)—foreign currency translation adjustment	(3		)	—			(3		)	3			(3		)
Total Comprehensive Income (Loss)	$	439		$	238		$	(2	)	$	(236	)	$	439

	Three Months Ended July 31, 2016
	Debt Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total HDS
Net Sales	$	—		$	1,251		$	33		$	(1	)	$	1,283
Cost of sales	—			753			18			(1		)	770
Gross Profit	—			498			15			—			513
Operating expenses:
Selling, general and administrative	21			285			11			—			317
Depreciation and amortization	3			17			1			—			21
Restructuring	1			3			—			—			4
Total operating expenses	25			305			12			—			342
Operating Income (Loss)	(25		)	193			3			—			171
Interest expense	72			35			—			(38		)	69
Interest (income)	(34		)	(4		)	—			38			—
Net (earnings) loss of equity affiliates	(200		)	—			—			200			—
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	137			162			3			(200		)	102
Provision for income taxes	38			1			2			—			41
Income (Loss) from Continuing Operations	99			161			1			(200		)	61
Income (loss) from discontinued operations, net of tax	(1		)	38			—			—			37
Net Income (Loss)	$	98		$	199		$	1		$	(200	)	$	98
Other comprehensive income (loss)—foreign currency translation adjustment	(2		)	—			(2		)	2			(2		)
Total Comprehensive Income (Loss)	$	96		$	199		$	(1	)	$	(198	)	$	96

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(Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONTINUED)

	Six Months Ended July 30, 2017
	Debt Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Total HDS
Net Sales	$	—	$	2,501	$	68	$	(1	)	$

HD Supply Holdings, Inc. - FORM 10-Q - September 5, 2017

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