8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 10, 2013

HD SUPPLY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35979	26-0486780
(State or other Jurisdiction	(Commission File Number)	(I.R.S Employer
of Incorporation)		Identification Number)

3100 Cumberland Boulevard Suite 1480, Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 852-9000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On December 10, 2013, HD Supply Holdings, Inc. (the “Company” or “HD Supply”) issued a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the three and nine months ended November 3, 2013.

The information contained in Item 7.01 concerning the presentation to HD Supply investors is hereby incorporated into this Item 2.02 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2013 HD Supply announced that Evan Levitt, age 44, has been appointed to serve as Senior Vice President and Chief Financial Officer (“CFO”) of HD Supply effective December 11, 2014. The announcement of Mr. Levitt’s appointment as CFO is included in the press release announcing the Company’s financial results, attached hereto as Exhibit 99.1. Ron Domanico, the current CFO of HD Supply will resign from his position effective upon Mr. Levitt’s appointment. To enable the smooth transfer of responsibilities from Mr. Domanico to Mr. Levitt, Mr. Domanico will remain employed with HD Supply through April 17, 2014 to assist with the transition, at which time he will retire.

Upon appointment, Mr. Levitt will receive an annual base salary of $340,000, a target bonus of 60% of his base salary and a $1 million promotional equity grant that vests ratably over four years from the grant date.

Mr. Levitt has served as Vice President and Corporate Controller of HD Supply since 2007 when he joined the Company from The Home Depot, where he was the assistant controller and director of financial reporting from 2004 to 2007. Upon assuming his duties as CFO, Mr. Levitt will continue to serve as HD Supply’s principal accounting officer.

Upon his retirement, contingent upon execution of a release, non-competition and non-solicitation agreement, Mr. Domanico will receive one year of salary continuation, a $10,000 cash payment in lieu of benefits, and will retain his company car and cell phone.

Item 7.01.  Regulation FD Disclosure.

The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain investors of HD Supply on December 10, 2013 and may be used by HD Supply in various other presentations to investors.  In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release “HD Supply Holdings, Inc. Announces Fiscal 2013 Third-Quarter Results,” dated December 10, 2013.
99.2	HD Supply presentation to investors.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 10, 2013	HD SUPPLY HOLDINGS, INC.
	By:	/s/ Ricardo J. Nunez
		Ricardo J. Nunez
		Senior Vice President, General Counsel and Corporate Secretary

3

EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release “HD Supply Holdings, Inc. Announces Fiscal 2013 Third-Quarter Results,” dated December 10, 2013.
99.2	HD Supply presentation to investors.

4

EX-99.1

Exhibit 99.1

Investor Contact:

William Stengel

HD Supply Investor Relations

770-852-9100

InvestorRelations@hdsupply.com

Media Contact:

Quiana Pinckney

HD Supply Public Relations

770-852-9057

Quiana.Pinckney@hdsupply.com

HD Supply Holdings, Inc. Announces Fiscal 2013 Third-Quarter Results and

the Promotion of Evan Levitt to Chief Financial Officer

·Net Sales increased 7 percent to $2.3 billion; 14th consecutive quarter of year-over-year growth

·Operating Income improved 40 percent to $160 million

·Adjusted EBITDA increased 11 percent to $226 million

·Adjusted Net Income per diluted share of $0.38 (Net Income per diluted share of $0.26)

ATLANTA, GA — December 10, 2013 — HD Supply Holdings, Inc. (NASDAQ: HDS), one of the largest industrial distributors in North America, today reported net sales for the third quarter of fiscal 2013 ended November 3, 2013 of $2.3 billion, an increase of $151 million, or 7 percent, as compared to the third quarter of fiscal 2012.  Organic sales growth was 6 percent versus prior year.  The third quarter performance represents the fourteenth consecutive quarter of year-over-year sales growth with continued growth in Facilities Maintenance, Waterworks, Power Solutions and White Cap.  The company believes its sales performance represents growth of approximately 400 basis points in excess of its estimate of market growth.

“I was very pleased with our solid performance this quarter driven by the execution of our growth initiatives,” stated Joe DeAngelo, CEO of HD Supply. “We delivered this performance despite continued sluggishness in non-residential, moderated growth in residential and increased uncertainty in our infrastructure markets.  We continue our strategy of investing for growth while, at the same time, ensuring that our cost structure is appropriately aligned for uncertain markets.”

Gross profit for the third quarter of fiscal 2013 increased by $52 million, or 8 percent, to $668 million compared to $616 million for the third quarter of fiscal 2012. Gross profit for the third quarter of fiscal 2013 was 29.1 percent of net sales, up 40 basis points, from 28.7 percent of net sales for the third quarter of fiscal 2012.  Gross profit improvement was driven by execution of our category management initiatives offset by the mix impact of lower gross margin businesses growing faster as well as the Crown Bolt year-over-year headwind which is estimated at approximately 20 basis points.

Operating income for the third quarter of fiscal 2013 increased by $46 million, or 40 percent, to $160 million compared to $114 million for the third quarter of fiscal 2012. The improvement was due to higher net sales and gross profit and a reduction in depreciation and amortization expense.  Operating income as a percentage of net sales increased approximately 170 basis points during the third quarter of fiscal 2013 as compared to the third quarter of fiscal 2012.   The improvement was driven by the reduction in depreciation and amortization expense and improvements in gross margins.

Adjusted EBITDA increased $22 million, or 11 percent, during the third quarter of fiscal 2013 as compared to the third quarter of fiscal 2012. The increase in Adjusted EBITDA was driven by Facilities Maintenance, Waterworks, and White Cap, and reflects our continued focus to deliver on our execution and growth initiatives to drive growth in excess of the market.  This increase was partially offset by a $6 million reduction in Adjusted EBITDA as a result of the 2012 amendment and extension of the strategic purchase agreement between our Crown Bolt business and The Home Depot.  Adjusted EBITDA as a percentage of net sales increased approximately 30 basis points to 9.8 percent in the third quarter of fiscal 2013 as compared to the third quarter of fiscal 2012, primarily due to gross margin improvements.

Net income for the third quarter of fiscal 2013 improved $101 million to $51 million compared to a Net loss of $50 million for the third quarter of fiscal 2012.

Adjusted net income increased $65 million in the third quarter of fiscal 2013 to $75 million as compared to $10 million in the third quarter of fiscal 2012.  The increase in Adjusted net income is attributable to sales growth, improving gross margins, and a reduction in interest expense.  Adjusted net income per diluted share in the third quarter of fiscal 2013 was $0.38 per share, as compared to $0.07 in the third quarter of fiscal 2012.

As of November 3, 2013, our combined liquidity of approximately $993 million was comprised of $120 million in cash and cash equivalents and $873 million of additional available borrowings under HD Supply, Inc.’s senior asset-backed lending facility, based on qualifying inventory and receivables.

Business Unit Performance

Facilities Maintenance

Net sales increased $23 million, or 4 percent, to $610 million in the third quarter of fiscal 2013 as compared to $587 million in the third quarter of fiscal 2012.  Adjusted EBITDA increased $7 million, or 6 percent, to $119 million during the third quarter of fiscal 2013 as compared to $112 million in the third quarter of fiscal 2012.  Adjusted EBITDA as a percentage of net sales increased approximately 40 basis points in the third quarter of fiscal 2013 as compared to third quarter of fiscal 2012.

Waterworks

Net sales increased $80 million, or 14 percent, to $633 million in the third quarter of fiscal 2013 as compared to $553 million in the third quarter of fiscal 2012.  Organic sales growth was almost 11 percent in the third quarter of fiscal 2013 as compared to the third quarter of fiscal 2012.  Adjusted EBITDA increased $13 million, or 31 percent, to $55 million during the third quarter of fiscal 2013 as compared to $42 million in the third quarter of fiscal 2012.  Adjusted EBITDA as a percentage of net sales increased approximately 110 basis points in the third quarter of fiscal 2013 as compared to the third quarter of fiscal 2012.

Power Solutions

Net sales increased $4 million, or 1 percent, to $472 million in the third quarter of fiscal 2013 as compared to $468 million in the third quarter of fiscal 2012.  Adjusted EBITDA was flat at $21 million during the third quarter of fiscal 2013 and the third quarter of fiscal 2012. Adjusted EBITDA as a percentage of net sales decreased approximately 10 basis points in the third quarter of fiscal 2013 as compared to the third quarter of fiscal 2012.

White Cap

Net sales increased $34 million, or 11 percent, to $352 million in the third quarter of fiscal 2013 as compared to $318 million in the third quarter of fiscal 2013.  Adjusted EBITDA increased $5 million, or 23 percent, to $27 million during the third quarter of fiscal 2013 as compared to $22 million in the third quarter of fiscal 2012. Adjusted EBITDA as a percentage of net sales increased approximately 80 basis points during the third quarter of fiscal 2013 as compared to the third quarter of fiscal 2012.

Year-to-Date Results

Net sales for the first nine months of fiscal 2013 increased $581 million, or 10 percent to $6.6 billion, as compared to $6.0 billion the first nine months of fiscal 2012.  Gross profit for the first nine months of fiscal 2013 increased by $194 million, or 11 percent, to $1.9 billion compared to $1.7 billion for the first nine months of fiscal 2012. Gross profit for the first nine months of fiscal 2013 was 29.1 percent of net sales versus 28.7 percent of net sales for the first nine months of fiscal 2012.

Operating income for the first nine months of fiscal 2013 was $410 million, an improvement of $150 million compared to operating income of $260 million for the first nine months of fiscal 2012. The improvement in operating income reflects sales growth of 10 percent and an approximately 150 basis point decline in operating expenses as a percent of net sales.

Net loss for the first nine months of fiscal 2013 was $152 million, which included an $87 million loss on extinguishment and modification of debt. Net loss for the first nine months of fiscal 2012 was $466 million, which included a $220 million loss on extinguishment and modification of debt.  Excluding the loss on extinguishment and modification of debt in both years and the $19 million of income from discontinued operations in the first nine months of fiscal 2012, the net loss in the first nine months of fiscal 2013 improved $200 million as compared to the prior period.

Adjusted EBITDA for the first nine months of fiscal 2013 increased 15 percent to $608 million from $529 million in the first nine months of fiscal 2012. This increase includes an unfavorable impact of $18 million resulting from the 2012 amendment and extension of the strategic purchase agreement between our Crown Bolt business and The Home Depot. Adjusted EBITDA for the first nine months of fiscal 2013 increased to 9.2 percent of net sales versus 8.8 percent of net sales for the first nine months of fiscal 2012.

Cash flow from operating activities in the first nine months of fiscal 2013 was a use of $510 million compared with cash used by operating activities of $327 million in the first nine months of fiscal 2012. The use of cash in the first nine months of fiscal 2013 was driven by the payment of $364 million of original issue discounts and PIK interest related to the extinguishment of HD Supply Inc.’s 13.50 percent Senior Subordinated Notes and a portion of the term loans under HD Supply Inc.’s senior term facility.

Third-Quarter Monthly Sales Performance

Net sales for August, September and October were $720 million, $690 million, and $887 million, respectively.  There were 20 selling days in August, 19 selling days in September, and 25 selling days in October.  Average daily sales growth for August, September and October were 6.5 percent, 8.1 percent and 6.6 percent, respectively.

Preliminary November Sales

Preliminary net sales in November were $633 million which represents 9.2 percent growth versus prior year (8.5 percent on an organic basis).  There were 18 selling days in November and average daily sales were up 9.2 percent versus prior year.  Preliminary November year-over-year average daily sales growth by business is Facilities Maintenance 8.1 percent, Waterworks 13.7 percent (9.7 percent on an organic basis), White Cap 9.2 percent and Power Solutions 7.4 percent.

2013 Outlook

The Company anticipates fiscal 2013 revenue to be in the range of $8,500 million to $8,575 million, Adjusted EBITDA in the range of $750 million and $760 million, and Adjusted net income per diluted share in the range of $0.52 and $0.58.  Our fiscal 2013 Adjusted net income per share range assumes a fully diluted weighted average share count of 172 million.

Fiscal 2013 Third-Quarter Conference Call

As previously announced, HD Supply will hold a conference call on Tuesday, December 10, 2013 at 8:00 a.m. (Eastern Time) to discuss its third quarter fiscal 2013 results.  The conference call and presentation materials can be accessed via webcast by logging on from the Investor Relations section of the Company’s Web site at hdsupply.com. The online replay will remain available for a limited time following the call.

Non-GAAP Financial Measures

HD Supply supplements its reporting net income (loss) with non-GAAP measurements, including Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) per share. This supplemental information should not be considered in isolation or as a substitute for the GAAP measurements.  Additional information regarding Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) per share referred to in this press release is included below under “——Reconciliation of Non-GAAP Measures.”

Promotion of Evan Levitt to Chief Financial Officer

HD Supply further announces the promotion of Evan Levitt to Chief Financial Officer, effective December 11, 2013, assuming the role from Ron Domanico who will be retiring, effective April 17, 2014.  Mr. Levitt has served as the company’s Vice President and Corporate Controller since 2007.  Prior to joining HD Supply in 2007, Mr. Levitt served as the assistant controller and director of financial reporting at The Home Depot from 2004 to 2007. “Evan has been an integral part of the management team that brought HD Supply through its debt restructurings and subsequent IPO.  His extensive knowledge of our company and industry, together with his strong rapport with the field teams will continue to be a tremendous asset for our management team moving forward,” said Joe DeAngelo, CEO of HD Supply. “Everyone at HD Supply thanks Ron for his outstanding contributions to the company.”

About HD Supply

HD Supply (www.hdsupply.com) is one of the largest industrial distributors in North America. The company provides a broad range of products and value-add services to approximately 500,000 customers with leadership positions in maintenance, repair and operations, infrastructure and power and specialty construction sectors. With more than 600 locations across 46 states and nine Canadian provinces, the company’s approximately 15,000 associates provide localized, customer-driven services including jobsite delivery, will call or direct-ship options, diversified logistics and innovative solutions that contribute to its customers’ success.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or

similar terminology. A number of important factors could cause actual events to differ materially from those contained in or implied by the forward-looking statements, including those factors discussed in our filings with the U.S. Securities & Exchange Commission’s (the “SEC”), including our Registration Statement on Form S-1, as amended (File No. 333-187872), which can be found at the SEC’s website www.sec.gov. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended						Nine Months Ended
	Nov. 3, 2013			Oct. 28, 2012			Nov. 3, 2013			Oct. 28, 2012
Net Sales	$	2,297		$	2,146		$	6,622		$	6,041
Cost of sales	1,629			1,530			4,695			4,308
Gross Profit	668			616			1,927			1,733
Operating expenses:
Selling, general and administrative	447			418			1,336			1,223
Depreciation and amortization	61			84			181			250
Total operating expenses	508			502			1,517			1,473
Operating Income	160			114			410			260
Interest expense	118			165			409			489
Loss on extinguishment & modification of debt	—			—			87			220
Other (income) expense, net	—			—			20			—
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	42			(51		)	(106		)	(449		)
Provision (benefit) for income taxes	(9		)	2			46			36
Income (Loss) from Continuing Operations	51			(53		)	(152		)	(485		)
Income from discontinued operations, net of tax	—			3			—			19
Net Income (Loss)	$	51		$	(50	)	$	(152	)	$	(466	)
Weighted Average Common Shares Outstanding (in thousands)
Basic	191,750			130,555			158,587			130,555
Diluted	197,392			130,555			158,587			130,555
Basic Earnings Per Share(1):
Income (Loss) from Continuing Operations	$	0.27		$	(0.41	)	$	(0.96	)	$	(3.71	)
Income (Loss) from Discontinued Operations	$	—		$	0.02		$	—		$	0.15
Net Income (Loss)	$	0.27		$	(0.38	)	$	(0.96	)	$	(3.57	)
Diluted Earnings Per Share(1):
Income (Loss) from Continuing Operations	$	0.26		$	(0.41	)	$	(0.96	)	$	(3.71	)
Income (Loss) from Discontinued Operations	$	—		$	0.02		$	—		$	0.15
Net Income (Loss)	$	0.26		$	(0.38	)	$	(0.96	)	$	(3.57	)
Non-GAAP financial data:
Adjusted EBITDA	$	226		$	204		$	608		$	529
Adjusted Net Income (Loss)	$	75		$	10		$	96		$	(50	)
Weighted average common shares outstanding (in thousands)
Basic	191,750			130,555			158,587			130,555
Diluted(2)	197,392			134,238			163,325			130,555
Adjusted Net Income (Loss) Per Share - Basic	$	0.39		$	0.08		$	0.61		$	(0.38	)
Adjusted Net Income (Loss) Per Share - Diluted	$	0.38		$	0.07		$	0.59		$	(0.38	)

(1)May not foot due to rounding.

(2)The dilution calculation uses a share price of $18.00 for all days prior to the initial public offering on June 27, 2013.

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Amounts in millions, except per share data, unaudited

	November 3, 2013			February 3, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	120		$	141
Cash restricted for debt redemption	—			936
Receivables, less allowance for doubtful accounts of $21 and $23	1,224			1,008
Inventories	1,070			987
Deferred tax asset	2			42
Other current assets	41			49
Total current assets	2,457			3,163
Property and equipment, net	404			395
Goodwill	3,139			3,138
Intangible assets, net	372			473
Other assets	146			165
Total assets	$	6,518		$	7,334
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	809		$	693
Accrued compensation and benefits	119			160
Current installments of long-term debt	10			899
Other current liabilities	173			291
Total current liabilities	1,111			2,043
Long-term debt, excluding current installments	5,656			6,430
Deferred tax liabilities	97			104
Other liabilities	352			348
Total liabilities	7,216			8,925
Stockholders’ equity (deficit):
Common stock, par value $0.01; 1 billion shares authorized; 192 million shares and 131 million shares issued and outstanding at November 3, 2013 and February 3, 2013, respectively	2			1
Paid-in capital	3,744			2,695
Accumulated deficit	(4,438		)	(4,285		)
Accumulated other comprehensive income (loss) — cumulative foreign currency translation adjustment	(6		)	(2		)
Total stockholders’ equity (deficit)	(698		)	(1,591		)
Total liabilities and stockholders’ equity (deficit)	$	6,518		$	7,334

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, unaudited

	Nine Months Ended
	November 3, 2013			October 28, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(152	)	$	(466	)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	184			255
Provision for uncollectibles	4			3
Non-cash interest expense	23			86
Payment of PIK interest & discounts upon extinguishment of debt	(364		)	—
Loss on extinguishment & modification of debt	87			220
Stock-based compensation expense	12			13
Deferred income taxes	35			27
Gain on sale of a business	—			(12		)
Other	(2		)	1
Changes in assets and liabilities:
(Increase) decrease in receivables	(226		)	(215		)
(Increase) decrease in inventories	(87		)	(197		)
(Increase) decrease in other current assets	4			(4		)
(Increase) decrease in other assets	—			2
Increase (decrease) in accounts payable and accrued liabilities	(42		)	(46		)
Increase (decrease) in other long-term liabilities	14			6
Net cash provided by (used in) operating activities	(510		)	(327		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(96		)	(80		)
Proceeds from sales of property and equipment	6			5
Proceeds from sale of investments	936			—
Purchase of investments	—			(985		)
Proceeds from sale of a business	—			481
(Payment) settlement for acquisition of a business, net of cash acquired	2			(196		)
Other investing activities	—			(2		)
Net cash provided by (used in) investing activities	848			(777		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of transaction fees	1,039			—
Borrowings of long-term debt	79			4,140
Repayments of long-term debt	(1,621		)	(3,290		)
Borrowings on long-term revolver debt	736			1,192
Repayments on long-term revolver debt	(556		)	(797		)
Debt issuance and modification fees	(34		)	(95		)
Other financing activities	—			1
Net cash provided by (used in) financing activities	(357		)	1,151
Effect of exchange rates on cash and cash equivalents	(2		)	—
Increase (decrease) in cash and cash equivalents	$	(21	)	$	47
Cash and cash equivalents at beginning of period	141			111
Cash and cash equivalents at end of period	$	120		$	158

HD SUPPLY HOLDINGS, INC.

SEGMENT REPORTING

Amounts in millions, unaudited

	Facilities Maintenance		Waterworks		Power Solutions		White Cap
Three Months Ended Nov. 3, 2013
Net Sales	$	610	$	633	$	472	$	352
Adjusted EBITDA	119		55		21		27
Depreciation(1) & Software Amortization	12		2		1		4
Other Intangible Amortization	20		1		5		5
Three Months Ended Oct. 28, 2012
Net Sales	$	587	$	553	$	468	$	318
Adjusted EBITDA	112		42		21		22
Depreciation(1) & Software Amortization	9		3		2		3
Other Intangible Amortization	21		24		5		5
	Facilities Maintenance		Waterworks		Power Solutions		White Cap
Nine Months Ended Nov. 3, 2013
Net Sales	$	1,809	$	1,757	$	1,390	$	998
Adjusted EBITDA	344		143		57		65
Depreciation(1) & Software Amortization	34		7		4		12
Other Intangible Amortization	60		3		14		15
Nine Months Ended Oct. 28, 2012
Net Sales	$	1,655	$	1,541	$	1,323	$	891
Adjusted EBITDA	306		109		55		48
Depreciation(1) & Software Amortization	28		7		5		9
Other Intangible Amortization	59		72		14		15

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

Reconciliation of Non-GAAP Measures

We present Adjusted EBITDA because it is a primary measure used by management to evaluate operating performance. We believe the presentation of Adjusted EBITDA enhances investors’ overall understanding of the financial performance of our business. Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to Net income (loss) as a measure of operating performance. In addition, we present Adjusted net income (loss) to measure our overall profitability as we believe it is an important measure of our performance. Adjusted net income (loss) is not a recognized term under GAAP and does not purport to be an alternative to Net income (loss) as a measure of operating performance. Adjusted net income (loss) is defined as Net income (loss) less Income (loss) from discontinued operations, net of tax, further adjusted for certain non-cash items, net of tax. We compensate for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our presentation of Adjusted EBITDA and Adjusted net income (loss) may not be comparable to other similarly titled measures of other companies.

Adjusted EBITDA is based on “Consolidated EBITDA,” a measure which is defined in our senior credit facilities and used in calculating financial ratios in several material debt covenants. Adjusted EBITDA is defined as Net income (loss) less Income (loss) from discontinued operations, net of tax, plus (i) Interest expense and Interest income, net, (ii) Provision (benefit) for income taxes, (iii) depreciation and amortization and further adjusted to exclude non-cash items and certain other adjustments to Consolidated Net Income permitted in calculating Consolidated EBITDA under our senior credit facilities.

Adjusted net income per share represents income per share calculated using Adjusted net income as opposed to Net income. No reconciliation of the forecasted range for Adjusted net income per share to Net income per share for fiscal 2013 is included in this release because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

Adjusted EBITDA and Adjusted net income (loss) have limitations as analytical tools and should not be considered in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are:

·Adjusted EBITDA and Adjusted net income (loss) do not reflect changes in, or cash requirements for, our working capital needs;

·Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt;

·Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes;

·Adjusted EBITDA and Adjusted net income (loss) do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and

·although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

Adjusted EBITDA

The following table presents a reconciliation of net income (loss), the most directly comparable financial measure under U.S. GAAP, to adjusted EBITDA for the periods presented (amounts in millions):

	Three Months Ended						Nine Months Ended
	Nov. 3, 2013			Oct. 28, 2012			Nov. 3, 2013			Oct. 28, 2012
Net income (loss)	$	51		$	(50	)	$	(152	)	$	(466	)
Less income (loss) from discontinued operations, net of tax	—			3			—			19
Income (loss) from continuing operations	51			(53		)	(152		)	(485		)
Interest expense, net	118			165			409			489
Provision (benefit) from income taxes	(9		)	2			46			36
Depreciation and amortization (i)	62			85			184			252
Loss on extinguishment & modification of debt (ii)	—			—			87			220
Stock-based compensation (iii)	4			3			12			13
Management fee & related expenses paid to Equity Sponsors (iv)	—			1			2			4
Costs related to the initial public offering (v)	—			—			20			—
Other	—			1			—			—
Adjusted EBITDA	$	226		$	204		$	608		$	529

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

(ii)Represents the loss on extinguishment of debt including the premium paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs and other assets or liabilities associated with such debt.  Also includes the costs of debt modification.

(iii)Represents the non-cash costs for stock-based compensation.

(iv)The Company entered into consulting agreements with the Equity Sponsors whereby the Company paid the Equity Sponsors a $5 million annual aggregate management fee and related expenses.  These consulting agreements were terminated in conjunction with the Company’s initial public offering in the second quarter of fiscal 2013.

(v)Represents the costs expensed in connection with the initial public offering, including approximately $18 million paid to the Equity Sponsors for termination of the consulting agreements.

Adjusted Net Income (Loss)

The following table presents a reconciliation of net income (loss), the most directly comparable financial measure under U.S. GAAP, to adjusted net income (loss) for the periods presented (amounts in millions):

	Three Months Ended						Nine Months Ended
	Nov. 3, 2013			Oct. 28, 2012			Nov. 3, 2013			Oct. 28, 2012
Net income (loss)	$	51		$	(50	)	$	(152	)	$	(466	)
Less income (loss) from discontinued operations, net of tax	—			3			—			19
Income (loss) from continuing operations	51			(53		)	(152		)	(485		)
Plus: Provision (benefit) for income taxes	(9		)	2			46			36
Less: Cash income taxes	(1		)	—			(6		)	(2		)
Plus: Amortization of acquisition-related intangible assets (other than software)	34			61			101			181
Plus: Loss on extinguishment & modification of debt (i)	—			—			87			220
Plus: Costs related to the initial public offering (ii)	—			—			20			—
Adjusted net income (loss)	$	75		$	10		$	96		$	(50	)

(i)Represents the loss on extinguishment of debt including the premium paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs and other assets or liabilities associated with such debt.  Also includes the costs of debt modifications.

(ii)Represents the costs expensed in connection with the initial public offering, including approximately $18 million paid to the Equity Sponsors for termination of consulting agreements.

EX-99.2

Exhibit 99.2

2013 Third-Quarter Performance December 10, 2013 Financial Results and Company Highlights

Disclaimers Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented herein is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this presentation. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. A number of important factors could cause actual events to differ materially from those contained in or implied by the forward-looking statements, including those factors discussed in our filings with the U.S. Securities & Exchange Commission’s (the “SEC”), including our Registration Statement on Form S-1, as amended (File No. 333-187872), which can be found at the SEC’s website www.sec.gov. Any forward-looking information presented herein is made only as of the date of this presentation, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise. Non-GAAP Financial Measures HD Supply supplements its reporting net income (loss) with non-GAAP measurements, including Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) per share. This supplemental information should not be considered in isolation or as a substitute for the GAAP measurements. Additional information regarding Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) per share referred to in this presentation is included at the end of this presentation under “Reconciliation of Non-GAAP Measures.”

Q3’13 Performance Highlights +7% Sales Growth Versus Prior Year (“VPY”); $2.3B of Sales in Q3’13 +6% Organic Growth VPY +400BPs of Growth in Excess of Market Estimate1 29.1% Gross Margin; +40BPs VPY; Including ~20BPs Headwind from Crown Bolt Contract Extension +11% Adjusted EBITDA Growth VPY; $226M of Adjusted EBITDA in Q3’13 1.5x Operating Leverage2 $75M Adjusted Net Income; +$65M VPY $0.38 Adjusted Net Income per Diluted Share3 Sales Growth in Excess of Estimated Market Growth in all Primary Business Units: Facilities Maintenance +6%4.... +400BPs4 versus Market Estimate Waterworks +14% (+11% Organic).... +900BPs1 versus Market Estimate Power Solutions .... +1% +200BPs1 versus Market Estimate White Cap +11%.... +800BPs1 versus Market Estimate +400 BPs of Growth in Excess of Estimated Market Growth 1 Management Estimate; Market Estimate is Management Estimate of the Growth of our Markets Based on Multiple Quantitative and Qualitative Inputs (See Appendix Slide 17 for Further Details) 2 Operating Leverage is Calculated by Dividing Adjusted EBITDA Growth by Total Sales Growth based on a 52 Week Basis 3 Diluted Weighted Average Share Count of 197.7M Outstanding as of 3Q’13 4 Management Estimate Excluding FM Third Quarter “Unusual” Items. Market Estimate is Management Estimate of the Growth of our Markets Based on Multiple Quantitative and Qualitative Inputs. Note: “VPY” denotes versus prior year  +400 BPs of Growth in excess of Estimated Market Growth

Key Growth Strategies Sell More to Existing Customers (i.e., Share of Wallet) Introduce New Products and Services Expand the Channels to Reach Our Customers (e.g., Internet, Catalog) Acquire New Customers Enter New Geographies (i.e., Open New Locations) Investing for Growth Strategy Unchanged

’13 End Market Commentary Increased Uncertainty Current Commentary3 Residential Non- Residential Infrastructure & Other MRO Municipal Power 1 Management Estimates Based on Fiscal Year 2012 Net Sales 2 Management Estimates of Fiscal Year 2013 Based on 3rd Party Data 3 Management Estimates 4 Per the U.S. Census Bureau New Residential Construction Release (Nov. 26, 2013) (~20%) (~80%) (~25%) (~50%) (~25%) (~25%) (~75%) (~100%) (Approximate End Market Exposure1) +20% to +25% As of 2Q ’132 Flat Flat +1% to +3% Flat FY ’13 End Markets Primary End Market (July) Moderating Strength August SF Starts +17% VPY Stable Increased Uncertainty Driving Softness and Project Spending Delays Continued Sluggishness +15%4

’14 End Market Preliminary Outlook Conservative View Given Market Uncertainty Preliminary Perspective2 Residential Infrastructure & Other MRO Municipal Power 1 Management Estimates Based on Fiscal Year 2012 Net Sales 2 Management Estimates (~20%) (~80%) (~25%) (~50%) (~25%) (~25%) (~75%) (~100%) (Approximate End Market Exposure1) FY ’14 End Markets Primary End Market Mid-teens Growth Flat to Low Single-digit Growth Down Low Single-digits to Flat +1% to +2% Non- Residential

Execution Focus Focused on Controllable Execution Execution Focus LT Growth Target1 Share of Wallet (Sales Force Effectiveness); New Products and Services (Category Management) Analyze and Prioritize Growth Investments (BPs Above BU End Market Estimate) +200 - +500 BPs Share of Wallet (Sales Force Effectiveness); New Products and Services (Category Management) SG&A Reductions Given Market Realities and Inventory Alignment Share of Wallet (Sales Force Effectiveness); New Products and Services (Category Management); New Locations Refresh Priority Market Sales Force Effectiveness Relevant Experience to Execute in Uncertain Markets... Strict Accountability, Deep Talent Base Executing Structural Cost Reductions and Growth Intensity New Products and Services (Adjacent Offerings); New Locations Acquire New Customers (Talent Acquisition) 1 Long-term Average Growth Target Based on Management Estimates and Aspirations “Non-Residential” “Industry Transformation” “Pent-Up Demand” “MRO” “Focused Execution” +300 BPs +200 - +500 BPs +200 - +500 BPs 0 - +200 BPs

Q3’13 Financial Results $2.1B $2.3B $6.0B $6.6B +7% +10% ’12A Sales YTD 3rd Qtr. 3rd Qtr. ’13A ’12A ’13A Gross Profit Gross Margin % Adj. EBITDA1 Operating Income Adj. EBITDA % Op. Income % VPY $616M $668M 28.7% 29.1% $204M $226M $114 $160 9.5% 9.8% 5.3% 7.0% $1,733M $1,927M 28.7% 29.1% $529M $608M $260 $410 8.8% 9.2% 4.3% 6.2% +8% +40BPs +40% +170BPs +30BPs +11% +11% +40BPs +58% +190BPs +40BPs +15% +7% Sales Growth; +11% Adjusted EBITDA Growth in Q3 VPY ($ in millions, unless otherwise noted) Adj. Net Income1 $10M $75M ($50M) $96M +$65M +$146M 1 See Appendix Pages 26 and 27 for a Reconciliation of Adjusted EBITDA and Adjusted Net Income to Net Income

Q3 Segment Performance 3Q'13 $610M 3Q'13 $633M 3Q'13 $472M 3Q'13 $352M Adj. EBITDA $119M $55M $21M $27M Operating Leverage 1.6x 2.1x nmf 2.1x Sales ($ in millions) Sales Growth and Operating Leverage 3Q'12 3Q'12 3Q'12 3Q'12 $587M $553M $468M $318M $112M $42M +14% $21M +1% VPY +4% +6% VPY VPY VPY +31% - +11% +23% $22M

Liquidity and Capital Structure Q3’13 Debt Balances Sec. ABL Sec. Term Loan Sec. 1st Lien Notes @ 8.125% Sec. 2nd Lien Notes @ 11.0% Unsec. Sr. Notes @ 11.5% Unsec. Sr. Notes @ 7.5% $480 967 1,269 675 1,000 1,275 10/12/17 10/12/17 4/15/19 4/15/20 7/15/20 7/15/20 Gross Debt Cash Net Debt $5,546 120 $5,666 Facility Balance2 Maturity 1 Estimated Cash Taxes for Future Periods 2 Net of Original Issue Discount and Premium $5.5B Net Debt at the End of Q3’13 $993M Liquidity at the End of Q3’13 No Material Bank Debt Maturities Until 2017 and No Note Maturities Until 2019 Favorable Tax Asset with Significant Gross Federal Net Operating Loss Carryforwards of $2.4B; Cash Taxes of: $1M in Q3 ’13 $2M1 in Q4 ’13 $8M1 for FY’13 $32M Capital Expenditures During Q3’13 (1.4% of Sales); $96M YTD Q3 $993M Liquidity with No Near Term Debt Maturities... Positioned for Growth ($ in millions, unless otherwise noted)

Preliminary ’13 November Sales (%) HD Supply Average Daily Sales Growth VPY 9% November Average Daily Sales Growth ’13 Selling Days ’12 Selling Days 11.7% 14.0% 3.6% 9.4% 63 63 Q2’13 9.6% 1.6% 15.1% (0.4%) 10.5% 20 20 Aug. 6.5% 6.0% 15.7% 1.4% 12.4% 19 19 Sept. 8.1% 4.5% 13.0% 1.3% 9.5% 25 25 Oct. 6.6% 3.9% 14.5% 0.9% 10.7% 64 64 Q3’13 7.0% 8.1% 13.7% 7.4% 9.2% 18 18 Nov. 9.2% Preliminary

Q4’12 Adjustments for Comparability Adjustments for Crown Bolt Agreement and 53rd Week 1 FY’12 Sales and EBITDA Adjusted for 53rd Week and Impact of CB Extension $1,994M Q4’12 (148) (19) (6) $1,821M 53rd Wk CB Ext Shortfall G’tee CB Ext Price Q4’12 Adj.1 Net Sales ($ in millions) $154M Q4’12 (14) 53rd Wk CB Ext Shortfall G’tee CB Ext Price Q4’12 Adj.1 Adj. EBITDA $115M (19) (6)

FY’13 Updated Guidance 8% – 9% Implied FY’13 Adjusted Sales Growth $8,575M $8,500M $683M $8,035M $760M $750M VPY2 FY’12 FY’13 FY’12 FY’13 FY’12 FY’13 Net Sales Adj. EBITDA Adj. Net Income Per Diluted Share1 +9% +8% VPY2 1 Fiscal 2013 Adjusted Net Income per Share Range Assumes a Fully Diluted Weighted Average Share Count of 172 Million 2 Adjusted for 53rd Week and Impact of CB Extension. Please See Appendix Pages 24 and 25 for Details of Adjustments +21% +20% $0.58 $0.52 nmf nmf VPY ($1.01) ($ in millions, except per share amounts) $7,844M2 $626M2

Q&A We Supply the Products and Services to Build Your City and Keep it Running

Concluding Remarks +7% Sales Growth in Q3’13... +400BPs1 Versus Our End Market Estimates 29.1% Gross Margin... +40 BPs in Q3’13 Strategy and Investment Approach is Unchanged Despite End Market Uncertainty 9% November VPY Sales Growth2 Early Innings of Our Full Potential Well Positioned in Large, Fragmented Markets 1 Management Estimates 2 Based on Preliminary November Sales

Appendix

End Market Outgrowth Estimates +400BPs of Estimated End Market Outgrowth MRO Residential Non-Resi. Municipal Power Q3’13 BU Market2 Q3’13 Growth3 Outgrowth2 100% 25% 25% 50% 20% 80% 25% 75% ~2% 6% +400BPs ~2% ~2% (~1%) ~3% 6%4 11% 1% 11% +400BPs4 +900BPs +200BPs +800BPs (Approximate End Market Exposure1) 1 Management Estimates Based on Fiscal Year 2012 Net Sales 2 Management Estimate 3 Organic Sales Growth 4 Management Estimate Excluding Third Quarter “Unusual” Items Primary End Market1 Q3 Primary End Market Estimate2 ~2% ~15% (~2%) (~1%) ~Flat

7.0% Monthly Average Daily Sales Growth (%) HD Supply Average Daily Sales Growth VPY 7% Average Daily Sales Growth in Q3’13; 9% Preliminary Average Daily Sales Growth in November ’13 Selling Days ’12 Selling Days 12.9% 13.4% 11.3% 16.5% 65 65 13.1% 12.2% 4.4% 10.6% 19 20 13.0% 14.1% 2.5% 9.9% 20 19 9.3% 15.7% 3.8% 7.3% 24 24 11.7% 14.0% 3.6% 9.4% 63 63 1.6% 15.1% -0.4% 10.5% 20 20 6.0% 15.7% 1.4% 12.4% 19 19 4.5% 13.0% 1.3% 9.5% 25 25 3.9% 14.5% 0.9% 10.7% 64 64 Q1’13 12.6% May 10.5% June 9.5% July 8.9% Q2’13 9.6% Aug 6.5% Sept 8.1% Oct 6.6% Q3’13 8.1% 13.7% 7.4% 9.2% 18 18 Nov 9.2% Preliminary

Monthly Net Sales ($) HD Supply Net Sales $633M Preliminary November Sales ’13 Selling Days ’12 Selling Days $561 523 462 $310 65 65 19 20 20 19 24 24 63 63 20 20 19 19 25 25 64 64 Q1’13 $2,068M May $656 June $723 July $878 Q2’13 $2,257 Aug. $720 Sept. $690 Oct. $887 Q3’13 $2,297 ($ in millions) $179 175 133 $99 $203 193 147 $109 $256 233 176 $128 $638 601 456 $336 $199 201 141 $108 $184 194 136 $105 $227 238 195 $139 $610 633 472 $352 $162 $163 $145 $95 18 18 Nov $633M Preliminary

Monthly Average Daily Sales Growth – Organic (%) HD Supply Organic Average Daily Sales Growth VPY1 ’13 Selling Days ’12 Selling Days Q1’13 10.8% 9.6% 8.2% 11.3% 16.5% 65 65 May 8.6% 9.3% 7.7% 4.4% 10.6% 19 20 June 7.7% 9.8% 9.2% 2.5% 9.9% 20 19 July 7.8% 8.8% 11.1% 3.8% 7.3% 24 24 Q2’13 9.4% 9.5% 3.6% 9.4% 8.1% 63 63 1 Adjusted for acquisitions and Crown Bolt contract amendment. Previously reported organic growth rates adjusted only for acquisitions (10.4% and 7.8% for Q1’13 and Q2’13, respectively). Aug. 5.8% 1.6% 11.2% -0.4% 10.5% 20 20 Sept. 7.3% 6.0% 11.7% 1.4% 12.4% 19 19 Oct. 5.8% 4.4% 8.9% 2.1% 9.0% 25 25 Q3’13 3.9% 10.6% 0.9% 10.7% 6.3% 64 64 8.1% 9.7% 7.4% 9.2% Nov 8.5% 18 18 Preliminary 6% Organic Average Daily Sales Growth in Q3’13; 8% Preliminary Organic Average Daily Sales Growth in November

Preliminary November ’13 Monthly Sales '13 $162M '13 $163M '13 $145M '13 $95M VPY 8% 14% 7% 9% Sales ($ in millions) Continued Sales Growth Despite Tough Comparables '12 '12 '12 '12 $150M $144M $135M $87M 17% 10% 17% 19% VPY Organic1 8% 10% 7% 9% 13% 10% 17% 19% 1 Adjusted for Acquisitions.

Average Daily Sales Growth – Organic ~6% Estimated Organic Average Daily Sales Growth in Q3’13 Q1 9.6% 9.4% 8.2% 9.5% 11.3% 3.6% 16.5% 9.4% 10.8% 8.1% 2011 2012 2013 Q2 Q3 Q4 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Fac. Maintenance Waterworks Power Solutions White Cap HD Supply 13.7% 11.4% 14.5% 10.1% 17.1% 6.3% 12.8% 9.3% 5.1% 6.0% 9.1% 11.1% 23.1% 20.4% 14.8% 13.8% 13.7% 9.5% 12.4% 9.8% - - - - - Organic Average Daily Sales Growth VPY1 9.3% 8.6% 13.5% 13.8% (5.4%) 8.5% 3.5% 15.0% 16.2% 12.2% 11.1% 5.5% 5.4% 11.8% 18.4% 25.9% 3.6% 8.5% 9.0% 13.1% 1 Adjusted for Acquisitions, Crown Bolt Contract Amendment, and Selling Days Selling Days 65 63 64 61 Selling Days 65 63 64 66 Selling Days 65 63 64 61 (VPY%) 3.9% 10.6% 0.9% 10.7% 6.3%

FY’13 Updated Guidance Net Sales Adj. EBITDA ($ in millions) YTD Q3’13 9 Mos. Ended 11/3 Q4’13 Implied $6,622M $8,575M $8,500M 1 Adjusted for 53rd Week and Impact of CB Extension 2 Adjusted for the Impact of Acquisitions Note: Totals may not foot due to rounding FY’13 Guidance $608M $760M $750M Q4’13 Implied $1,953M $1,878M $152M $142M VPY, Reported 10% (6%) - (2%) 15% 6% - 7% (8%) - (1%) 10% - 11% 8% – 9% Implied FY’13 Adjusted Sales Growth VPY, Adj. Organic1,2 8% 2% - 6% 7% - 8% Acquisitions (2 Pts) 1 Pts (1 Pt) Crown Bolt 0 Pts +4 Pts +1 Pt +1 Pt +19 Pts +7 Pts 53rd Week -- -- +8 Pts +2 Pts +10 Pts +2 Pts VPY, Adjusted1 10% 19% 3% - 7% 8% - 9% 23% - 32% 20% - 21% YTD Q3’13 9 Mos. Ended 11/3 FY’13 Guidance

FY’13 Sales Outlook VPY Net Sales 1 FY’12 Sales Adjusted for 53rd Week and Impact of CB Extension 8% – 9% Growth Versus Prior Year ($ in millions) $8,035M FY’12 (148) (19) (24) $7,844M 53rd Wk CB Ext Shortfall G’tee CB Ext Price Q4’12 Only Pro Rata Quarterly FY’12 Adj.1 FY’13 Guidance $8,575M $8,500M +8% +9%

FY’13 Adj. EBITDA Outlook VPY ($ in millions) Adj. EBITDA 1 FY’12 Adjusted EBITDA Adjusted for 53rd Week and Impact of CB Extension 20% – 21% Growth Versus Prior Year $683M FY’12 (14) (19) (24) 53rd Wk CB Ext Shortfall G’tee CB Ext Price Q4’12 Only Pro Rata Quarterly FY’12 Adj.1 FY’13 Guidance $760M $750M +20% +21% $626M

 Reconciliation of Non-GAAP Measures: Net Income to Adj. EBITDA ($ in millions) Nov. 3, Oct. 28, Nov. 3, Oct. 28, 2013 2012 2013 2012 Net income (loss) $51 ($50) ($152) ($466) Less income (loss) from discontinued operations, net of tax – 3 – 19 Income (loss) from continuing operations 51 (53) (152) (485) Interest expense, net 118 165 409 489 Provision (benefit) from income taxes (9) 2 46 36 Depreciation and amortization (i) 62 85 184 252 Loss on extinguishment & modification of debt (ii) – – 87 220 Stock-based compensation (iii) 4 3 12 13 Management fee & related expenses paid to Equity Sponsors (iv) – 1 2 4 Costs related to the initial public offering (v) – – 20 – Other – 1 – – Adjusted EBITDA $226 $204 $608 $529 Three Months Ended Nine Months Ended (i) Depreciation and amortization includes amounts recorded within Cost of sales in the Consolidated Statements of Operations. (ii) Represents the loss on extinguishment of debt including the premium paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs and other assets or liabilities associated with such debt. Also includes the costs of debt modification. (iii) Represents the non-cash costs for stock-based compensation. (iv) The Company entered into consulting agreements with the Equity Sponsors whereby the Company paid the Equity Sponsors a $5 million annual aggregate management fee and related expenses. These consulting agreements were terminated in conjunction with the Company’s initial public offering in the second quarter of fiscal 2013. (v) Represents the costs expensed in connection with the initial public offering, including approximately $18 million paid to the Equity Sponsors for termination of the consulting agreements

 Reconciliation of Non-GAAP Measures: Net Income to Adj. Net Income ($ in millions, expect per share data) Nov. 3, Oct. 28, Nov. 3, Oct. 28, 2013 2012 2013 2012 Net income (loss) $51 ($50) ($152) ($466) Less income (loss) from discontinued operations, net of tax – 3 – 19 Income (loss) from continuing operations 51 (53) (152) (485) Plus: Provision (benefit) for income taxes (9) 2 46 36 Less: Cash income taxes (1) – (6) (2) Plus: Amortization of acquisition-related intangible assets (other than software) 34 61 101 181 Plus: Loss on extinguishment & modification of debt (i) – – 87 220 Plus: Costs related to the initial public offering (ii) – – 20 – Adjusted net income (loss) $75 $10 $96 ($50) Three Months Ended Nine Months Ended (i) Represents the loss on extinguishment of debt including the premium paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs and other assets or liabilities associated with such deb. Also includes the costs of debt modifications. (ii) Represents the costs expensed in connection with the initial public offering, including approximately $18 million paid to the Equity Sponsors for termination of consulting agreements. (iii) The dilution calculation uses a share price of $18.00 for all days prior to the initial public offering on June 27, 2013. Weighted average common shares outstanding (in thousands) Basic 191,750 130,555 158,587 130,555 Diluted 197,392 134,238 163,325 130,555 Adjusted Net Income (Loss) Per Share - Basic $0.39 $0.08 $0.61 ($0.38) Adjusted Net Income (Loss) Per Share - Diluted $0.38 $0.07 $0.59 ($0.38)