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): June 10, 2014

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 June 10, 2014, 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 months ended May 4, 2014.

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 liabilities 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 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 June 10, 2014 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 liabilities 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 2014 First-Quarter Results,” dated June 10, 2014.
99.2	HD Supply presentation to investors.

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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: June 10, 2014	HD SUPPLY HOLDINGS, INC.
	By:	/s/ Ricardo J. Nunez
		Ricardo J. Nunez
		Senior Vice President, General Counsel and Corporate Secretary

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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 2014 First-Quarter Results,” dated June 10, 2014.
99.2	HD Supply presentation to investors.

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EX-99.1

Exhibit 99.1

Investor Contact:

Chris Kelley

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 2014 First-Quarter Results

Sixteen Consecutive Quarters of Year-Over-Year Average Daily Sales Growth

·Net Sales increased 6 percent to $2,161 million

·Operating Income improved 18 percent to $119 million

·Adjusted EBITDA increased 15 percent to $190 million

·Adjusted Net Income per diluted share increased $0.31 to $0.20 (Net Loss per diluted share of $0.06)

ATLANTA, GA — June 10, 2014 — HD Supply Holdings, Inc. (NASDAQ: HDS), one of the largest industrial distributors in North America, today reported Net sales for the first quarter of fiscal 2014 ended May 4, 2014 of $2.2 billion, an increase of $113 million, or 6 percent, as compared to the first quarter of fiscal 2013.  The first quarter performance represents the sixteenth consecutive quarter of year-over-year average daily sales growth.  The company believes its sales performance represents growth of approximately 400 basis points in excess of its market growth estimate.

“I am pleased with our solid performance this quarter, despite the adverse impact of the severe weather we experienced throughout February and March.  We remain cautiously optimistic that our end markets will continue to build on the emerging strength that we are seeing in select geographies,” stated Joe DeAngelo, CEO of HD Supply. “We remain focused on controllable execution to deliver profitable growth in excess of our market.”

Gross profit increased $38 million, or 6 percent, to $631 million for the first quarter of fiscal 2014 compared to $593 million for the first quarter of fiscal 2013. Gross profit was 29.2 percent of Net sales for the first quarter of fiscal 2014, up approximately 20 basis points from 29.0 percent of Net sales for the first quarter of fiscal 2013.  Gross profit improvement was driven by execution of the company’s category management initiatives and mix of products and services.

Operating income increased $18 million, or 18 percent, to $119 million for the first quarter of fiscal 2014 compared to $101 million for the first quarter of fiscal 2013. Operating income as a percentage of Net sales increased approximately 60 basis points during the first quarter of fiscal 2014 as compared to the first quarter of fiscal 2013.   The improvement was primarily driven by a reduction in selling, general and administrative expenses as a percentage of Net sales and improvements in gross margins.

Adjusted EBITDA increased $25 million, or 15 percent, to $190 million for the first quarter of fiscal 2014 compared to $165 million for the first quarter of fiscal 2013. The increase in Adjusted EBITDA was driven by Facilities Maintenance, Waterworks, and Construction & Industrial - White Cap, and reflects the

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continued focus on initiatives execution to drive growth in excess of our estimate of market growth.  Adjusted EBITDA as a percentage of Net sales increased approximately 70 basis points to 8.8 percent in the first quarter of fiscal 2014 as compared to 8.1 percent in the first quarter of fiscal 2013.

Net loss improved $119 million to $12 million for the first quarter of fiscal 2014 compared to a Net loss of $131 million for the first quarter of fiscal 2013.  Net loss per diluted share was $0.06 in the first quarter of fiscal 2014, as compared to a Net loss per diluted share of $1.00 in the first quarter of fiscal 2013.

Adjusted net income increased $53 million to $39 million for the first quarter of fiscal 2014 as compared to an Adjusted net loss of $14 million in the first quarter of fiscal 2013.  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 was $0.20 in the first quarter of fiscal 2014, as compared to an Adjusted net loss of $0.11 per diluted share in the first quarter of fiscal 2013.

Business Unit Performance

Facilities Maintenance

Net sales increased $43 million, or 8 percent, to $604 million in the first quarter of fiscal 2014 as compared to $561 million in the first quarter of fiscal 2013.  Adjusted EBITDA increased $9 million, or 9 percent, to $109 million during the first quarter of fiscal 2014 as compared to $100 million in the first quarter of fiscal 2013.  Adjusted EBITDA as a percentage of Net sales increased approximately 20 basis points in the first quarter of fiscal 2014 as compared to the first quarter of fiscal 2013.

Waterworks

Net sales increased $28 million, or 5 percent, to $551 million in the first quarter of fiscal 2014 as compared to $523 million in the first quarter of fiscal 2013.  Adjusted EBITDA increased $3 million, or 8 percent, to $41 million during the first quarter of fiscal 2014 as compared to $38 million in the first quarter of fiscal 2013.  Adjusted EBITDA as a percentage of Net sales increased approximately 10 basis points in the first quarter of fiscal 2014 as compared to the first quarter of fiscal 2013.

Power Solutions

Net sales declined $1 million, or less than one percent, to $461 million in the first quarter of fiscal 2014, as compared to $462 million in the first quarter of fiscal 2013.  Adjusted EBITDA was flat at $18 million during the first quarter of fiscal 2014 as compared to the first quarter of fiscal 2013. Adjusted EBITDA as a percentage of Net sales was flat in the first quarter of fiscal 2014 as compared to the first quarter of fiscal 2013.

Construction & Industrial - White Cap

Net sales increased $34 million, or 11 percent, to $344 million in the first quarter of fiscal 2014 as compared to $310 million in the first quarter of fiscal 2013.  Adjusted EBITDA increased $8 million, or 57 percent, to $22 million during the first quarter of fiscal 2014 as compared to $14 million in the first quarter of fiscal 2013. Adjusted EBITDA as a percentage of Net sales increased approximately 190 basis points during the first quarter of fiscal 2014 as compared to the first quarter of fiscal 2013.

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First-Quarter Monthly Sales Performance

Net sales for February, March and April were $609 million, $659 million and $893 million, respectively.  There were 20 selling days in February, 20 selling days in March and 25 selling days in April.  Average year-over-year daily sales growth for February, March and April were 4.1 percent, 4.2 percent and 7.5 percent, respectively.

Preliminary May Sales

Preliminary Net sales in May were $712 million which represents 9.6 percent growth versus prior year.  There were 19 selling days in May and average daily sales were up 9.6 percent versus prior year.  Preliminary May year-over-year average daily sales growth by business is Facilities Maintenance 8.6 percent, Waterworks 12.3 percent, Power Solutions 6.4 percent, and Construction & Industrial — White Cap 13.7 percent.

Second-Quarter 2014 Outlook

The company anticipates Net sales in the second quarter of fiscal 2014 to be in the range of $2,350 million to $2,450 million, Adjusted EBITDA in the range of $240 million to $250 million, and Adjusted net income per diluted share in the range of $0.42 to $0.49.  The second quarter fiscal 2014 Adjusted net income per diluted share range assumes a fully diluted weighted average share count of 200 million.

Fiscal 2014 First-Quarter Conference Call

As previously announced, HD Supply will hold a conference call on Tuesday, June 10, 2014 at 8:00 a.m. (Eastern Time) to discuss its first quarter fiscal 2014 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 of 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 diluted share referred to in this press release is included below under “——Reconciliation of Non-GAAP Measures.”

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. Through approximately 650 locations across 48 states and seven 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.

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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 (the “SEC”), including our annual report on Form 10-K, as amended, for the fiscal year ended February 2, 2014, and those described from time to time in our other filings with the SEC, 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.

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HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended
	May 4, 2014			May 5, 2013
Net Sales	$	2,161		$	2,048
Cost of sales	1,530			1,455
Gross Profit	631			593
Operating expenses:
Selling, general and administrative	447			433
Depreciation and amortization	62			59
Restructuring	3			—
Total operating expenses	512			492
Operating Income	119			101
Interest expense	116			147
Loss on extinguishment & modification of debt	2			41
Other (income) expense, net	1			—
Income (Loss) from Continuing Operations Before Provision for Income Taxes	—			(87		)
Provision for income taxes	1			43
Income (Loss) from Continuing Operations	(1		)	(130		)
Income (loss) from discontinued operations, net of tax	(11		)	(1		)
Net Income (Loss)	$	(12	)	$	(131	)
Weighted Average Common Shares Outstanding (thousands)
Basic & Diluted	192,859			130,578
Basic & Diluted Earnings Per Share(1):
Income (Loss) from Continuing Operations	$	(0.01	)	$	(1.00	)
Income (Loss) from Discontinued Operations	$	(0.06	)	$	(0.01	)
Net Income (Loss)	$	(0.06	)	$	(1.00	)
Non-GAAP financial data:
Adjusted EBITDA	$	190		$	165
Adjusted Net Income (Loss)	$	39		$	(14	)
Weighted average common shares outstanding (in thousands)
Basic	192,859			130,578
Diluted	198,857			130,578
Adjusted Net Income (Loss) Per Share - Basic	$	0.20		$	(0.11	)
Adjusted Net Income (Loss) Per Share - Diluted	$	0.20		$	(0.11	)

(1)May not foot due to rounding.

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HD SUPPLY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Amounts in millions, except per share data, unaudited

	May 4, 2014			February 2, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	173		$	115
Receivables, less allowance for doubtful accounts of $17 and $18	1,152			1,046
Inventories	1,181			1,072
Deferred tax asset	8			7
Other current assets	58			63
Total current assets	2,572			2,303
Property and equipment, net	402			405
Goodwill	3,137			3,137
Intangible assets, net	304			338
Other assets	137			141
Total assets	$	6,552		$	6,324
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	841		$	664
Accrued compensation and benefits	100			149
Current installments of long-term debt	10			10
Other current liabilities	175			270
Total current liabilities	1,126			1,093
Long-term debt, excluding current installments	5,722			5,534
Deferred tax liabilities	115			114
Other liabilities	339			347
Total liabilities	7,302			7,088
Stockholders’ equity (deficit):
Common stock, par value $0.01; 1 billion shares authorized; 195.4 million and 192.4 million shares issued and outstanding at May 4, 2014 and February 2, 2014, respectively	2			2
Paid-in capital	3,777			3,752
Accumulated deficit	(4,515		)	(4,503		)
Accumulated other comprehensive loss	(14		)	(15		)
Total stockholders’ equity (deficit)	(750		)	(764		)
Total liabilities and stockholders’ equity (deficit)	$	6,552		$	6,324

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HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, unaudited

	Three Months Ended
	May 4, 2014			May 5, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(12	)	$	(131	)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	63			60
Provision for uncollectibles	3			—
Non-cash interest expense	6			8
Payment of PIK interest & discounts upon extinguishment of debt	(1		)	(364		)
Loss on extinguishment & modification of debt	2			41
Stock-based compensation expense	5			3
Deferred income taxes	—			37
Other	1			—
Changes in assets and liabilities:
(Increase) decrease in receivables	(108		)	(82		)
(Increase) decrease in inventories	(108		)	(94		)
(Increase) decrease in other current assets	5			4
Increase (decrease) in accounts payable and accrued liabilities	22			(42		)
Increase (decrease) in other long-term liabilities	3			3
Net cash provided by (used in) operating activities	(119		)	(557		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(28		)	(32		)
Proceeds from sales of property and equipment	—			1
Proceeds from sale of investments	—			936
Net cash provided by (used in) investing activities	(28		)	905
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under employee benefit plans	20			—
Borrowings of long-term debt	20			79
Repayments of long-term debt	(22		)	(638		)
Borrowings on long-term revolver debt	275			348
Repayments on long-term revolver debt	(85		)	(158		)
Debt issuance and modification costs	(3		)	(32		)
Other financing activities	(1		)	—
Net cash provided by (used in) financing activities	204			(401		)
Effect of exchange rates on cash and cash equivalents	1			—
Increase (decrease) in cash and cash equivalents	$	58		$	(53	)
Cash and cash equivalents at beginning of period	115			141
Cash and cash equivalents at end of period	$	173		$	88

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HD SUPPLY HOLDINGS, INC.

SEGMENT REPORTING

Amounts in millions, unaudited

	Facilities Maintenance		Waterworks		Power Solutions		Construction & Industrial - White Cap		Corporate & Other			Total Continuing Operations
Three Months Ended May 4, 2014
Net Sales	$	604	$	551	$	461	$	344	$	201		$	2,161
Adjusted EBITDA	109		41		18		22		—			190
Depreciation(1) & Software Amortization	12		2		1		4		10			29
Other Intangible Amortization	20		1		5		5		3			34
Three Months Ended May 5, 2013
Net Sales	$	561	$	523	$	462	$	310	$	192		$	2,048
Adjusted EBITDA	100		38		18		14		(5		)	165
Depreciation(1) & Software Amortization	11		2		1		4		8			26
Other Intangible Amortization	20		1		5		5		3			34

(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, non-recurring or unusual 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 (loss) per share represents income (loss) per share calculated using Adjusted net income as opposed to Net income. No reconciliation of the forecasted range for Adjusted net income per diluted share to Net income per diluted share for the second quarter of fiscal 2014 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.

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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 GAAP, to Adjusted EBITDA for the periods presented (amounts in millions):

	Three Months Ended
	May 4, 2014			May 5, 2013
Net income (loss)	$	(12	)	$	(131	)
Less income (loss) from discontinued operations, net of tax	(11		)	(1		)
Income (loss) from continuing operations	$	(1	)	$	(130	)
Provision from income taxes	1			43
Interest expense	116			147
Depreciation and amortization (i)	63			60
Stock-based compensation	5			3
Restructuring (ii)	3			—
Loss on extinguishment & modification of debt (iii)	2			41
Costs related to the secondary public offering (iv)	1			—
Management fee & related expenses paid to Equity Sponsors (v)	—			1
Adjusted EBITDA	$	190		$	165

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

(ii)Represents the costs incurred for workforce reductions and branch closure or consolidations. These costs include occupancy costs, severance, and other costs incurred to exit a location.

(iii)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.

(iv)Represents the costs expensed in connection with the company’s secondary public offering.  All of the shares of common stock sold in the secondary public offering were sold by certain of the company’s stockholders. The company did not receive any of the proceeds from the sale of the shares.

(v)The company was previously party to 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.

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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
	May 4, 2014			May 5, 2013
Net income (loss)	$	(12	)	$	(131	)
Less income (loss) from discontinued operations, net of tax	(11		)	(1		)
Income (loss) from continuing operations	(1		)	(130		)
Plus: Provision for income taxes	1			43
Less: Cash income taxes	(1		)	(2		)
Plus: Amortization of acquisition-related intangible assets (other than software)	34			34
Plus: Restructuring (i)	3			—
Plus: Loss on extinguishment & modification of debt (ii)	2			41
Plus: Costs related to the secondary public offering (iii)	1			—
Adjusted net income (loss)	$	39		$	(14	)

(i)Represents the costs incurred for workforce reductions and branch closure or consolidations. These costs include occupancy costs, severance, and other costs incurred to exit a location.

(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 costs expensed in connection with the company’s secondary public offering.

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EX-99.2

Exhibit 99.2

2014 First-Quarter Performance June 10, 2014 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 annual report on Form 10-K, as amended, for the year ended February 2, 2014, 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.”

Q1’14 Performance Highlights +400 BPs of Growth in Excess of Estimated Market Growth +6% Sales Growth Versus Prior Year +400 Basis Points Versus Market Estimate1 $15M of Investment in Strategic Growth Initiatives Across 5 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, Mobility) Acquire New Customers Enter New Geographies (i.e., Open New Locations) +20 Basis Points Gross Margin Improvement Versus Prior Year +15% Adjusted EBITDA Growth Versus Prior Year 2.8x Operating Leverage2 1 Management estimate; market estimate is management estimate of the growth of our markets based on multiple quantitative and qualitative inputs 2 Operating Leverage is defined as Adjusted EBITDA growth divided by total Sales growth

Q1’14 Performance Highlights Business Units Performing Well +$53M Adjusted Net Income Improvement Versus Prior Year +$0.31 Adjusted Net Income per Diluted Share Improvement Versus Prior Year Business Unit Performance Versus Prior Year: Facil. Maint.: +8% Sales, +9% Adjusted EBITDA +600 BPs Versus Estimated Market Growth1 Waterworks: +5% Sales, +8% Adjusted EBITDA +400 BPs Versus Estimated Market Growth1 Power Solutions: Flat Sales and Adjusted EBITDA +200 BPs Versus Estimated Market Growth1,2 White Cap: +11% Sales, +57% Adjusted EBITDA +600 BPs Versus Estimated Market Growth1 Market Outlook Unchanged Cautiously Optimistic for 2014 with Pockets of Strength 1 Management estimate; market estimate is management estimate of the growth of our markets based on multiple quantitative and qualitative inputs 2 Adjusted for $5M of currency impact

Refreshed Brand Structure Customer-Centric Brand Enhancements Refreshed Prior

Q1’14 Financial Results $2,048M $2,161M +6% Gross Profit Gross Margin % Operating Income Adj. EBITDA % Op. Income % $593M $631M 29.0% 29.2% $165M $190M $101M $119M 8.1% 8.8% 5.5% +6% +20 BPs +70 BPs +15% +6% Sales Growth; +15% Adjusted EBITDA Growth in Q1’14 ($ in millions, except per share data) ($14M) $39M +$53M +400 BPs of Growth in Excess of Estimated Market Growth3 in Q1’14 Q1’14 Sales Growth From: $83M of Growth Initiatives $35M of End Market Growth ($7M) of FX Impact $15M of Growth Initiative Investment in Q1’14 2.8x Q1’14 Operating Leverage4 +18% Sales 1 During the fourth quarter of fiscal 2013, the company decided to dispose of its Litemor business, a specialty lighting distributor included within the HD Supply Canada business. The results of operations for first quarter 2013 are revised to reflect the Litemor operations as discontinued operations. 2 See appendix slides 22 and 23 for a reconciliation of Adjusted EBITDA and Adjusted Net Income (Loss) to Net Income (Loss) 3 Management estimate; market estimate is management estimate of the growth of our markets based on multiple quantitative and qualitative inputs 4 Operating Leverage is defined as Adjusted EBITDA growth divided by total Sales growth Note: “VPY” denotes Versus Prior Year Q1’131 Adj. EBITDA2 VPY Adj. Net Income (Loss)2 4.9% +60 BPs Q1’14 ($0.11) $0.20 +$0.31 Per Diluted Share

Q1’14 Segment Performance Q1’14 $604M $551M $461M $344M Adj. EBITDA $109M $41M $18M $22M Operating Leverage1 1.2x 1.5x nmf 5.2x Sales ($ in millions) Business Units Performing Well Q1’13 $561M $523M $462M $310M $100M $38M +5% $18M (0%) VPY +8% +9% VPY VPY VPY +8% - +11% +57% $14M 1 Operating Leverage is defined as Adjusted EBITDA growth divided by total Sales growth Note: “VPY” denotes Versus Prior Year Q1’14 Q1’13 Q1’14 Q1’13 Q1’14 Q1’13

Liquidity and Capital Structure Q1’14 Debt Balances Sec. ABL Sec. Term Loan Sec. 1st Lien Notes Sec. 2nd Lien Notes Unsec. Sr. Notes Unsec. Sr. Notes $550 1,267 675 1,000 1,275 6/28/18 6/28/18 4/15/19 4/15/20 7/15/20 7/15/20 Gross Debt1 Less Cash Net Debt $5,559 173 $5,732 Facility Balance2 Maturity 1 For a discussion of the risk of a change of control on our tax net operating losses, see the risk factor entitled “Our NOL carryforwards could be limited if we experience an ownership change as defined in the Internal Revenue Code” in our prospectus related to our secondary public offering filed with the U.S. Securities and Exchange Commission on May 2, 2014 2 Net of original issue discount and premium 3 Represents the stated rate of interest, without including the effect of discounts or premiums 4 Subject to applicable redemption price terms $909M of Liquidity with No Near Term Debt Maturities ($ in millions, unless otherwise noted) 1.65% 4.0% 8.125% 11.0% 11.5% 7.5% Interest Rate3 965 n/a now 4/15/15 4/15/16 10/15/16 10/15/16 Soft Call Date4 $5.6B Net Debt at the End of Q1’14 $206M of Cash Interest Paid in Q1’14 $909M Liquidity at the End of Q1’14 $1M Cash Taxes in Q1’14 Favorable Tax Asset with Significant Gross Federal Net Operating Loss Carryforwards of $2.3B ($1B Tax-affected Amount of Federal and State NOLs)1 ~$62M of Estimated GAAP Taxes for FY’14

YTD’14 Monthly Average Daily Sales (%) HD Supply Average Daily Sales Growth VPY February and March Adverse Weather Impacted Sequential Trends Feb. 9.8% 2.2% -3.9% 9.4% 4.1% Apr. 5.7% 6.2% 8.5% 12.8% 7.5% 9.6% May 8.6% 12.3% 6.4% 13.7% 8.1% ’14 Selling Days 20 25 19 20 7.0% -6.7% 9.8% ’13 Selling Days 20 25 19 20 ’12 Selling Days 20 25 20 20 Mar. 4.2% Facilities Maintenance Waterworks Power Solutions Construction & Industrial1 1 Formerly White Cap (Preliminary)

+14% +10% +10% +5% Q2’14 Guidance 7% and 12% Sales and EBITDA Growth, Respectively at Midpoint of Guidance Ranges $2,450M $2,350M $219M $2,237M $250M $240M VPY Q2’13 Q2’14 Q2’13 Q2’14 Q2’14 Net Sales Adj. EBITDA Adj. Net Income Per Diluted Share1 VPY 1 Q2’14 Adjusted Net Income per Share range assumes a fully diluted weighted average share count of 200 million Note: “VPY” denotes Versus Prior Year $0.49 $0.42 VPY ($ in millions, except per share amounts) $0.23 . . . . Q2’13 +113% +83%

’14 End Market Outlook Cautious Optimism for 2014 Pockets of Strength Preliminary Perspective1 Residential Infrastructure & Other MRO Municipal Power 1 Management estimates (~20%) (~80%) (~25%) (~50%) (~25%) (~25%) (~75%) (~100%) (Approximate End Market Exposure1) FY ’14 End Markets Primary End Market Mid-teens Growth Low Single-digit Growth Down Low Single-digits to Flat +1% to +2% Non- Residential

Controllable Execution +300 Basis Points Above Market Estimate 1 Long-term average growth target based on management estimates and aspirations +200 BPs to +500 BPs +300 BPs Long-term Growth Above Market Estimate Targets1 +200 BPs to +500 BPs +200 BPs to +500 BPs +0 BPs to +200 BPs (BPs Above BU End Market Estimate) 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, Mobility) Acquire New Customers Enter New Geographies (i.e., Open New Locations) Five Growth “Plays”  1. 2. 3. 4. 5.

’14 Operating Leverage Framework 1.5x – 2.0x FY’14 Operating Leverage Target; 11% – 14% Implied FY’14 Adjusted EBITDA Growth HDS Market Growth1 Illustrative 4% + Above Market Growth2 300 BPs = End Market Growth Controllable Execution Annual Sales Growth Illustrative Adj. EBITDA Growth Adjusted EBITDA Growth 14.0% HDS Market Growth 10.5% Above Market Growth 7% 2.0x 1.5x Operating Leverage Target3 1 Management estimates 2 Long-term average growth target based on management estimates and aspirations 3 Operating Leverage defined as the percentage change in Adjusted EBITDA divided by the percentage change in Sales; target based on management estimates and aspirations Note: These objectives are forward-looking, are subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to future decisions, which are subject to change. Actual results will vary and those variations may be material. For discussion of some of the important factors that could cause these variations, please consult the “Risk Factors” section of Form 10-K, as amended, for the year ended February 2, 2014. Nothing in this presentation should be regarded as a representation by any person that these objectives will be achieved and the Company undertakes no duty to update its objectives.

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

Concluding Remarks Solid Performance +6% Sales Growth and +15% Adjusted EBITDA Growth in Q1’14 VPY Severe February and March Weather Impacts Data Interpretation Pockets of Construction Strength Cautiously Optimistic for 2014 Execution to Deliver Profitable Growth in Excess of Market Growth Estimate Customer-Centric Model Always Focused on Getting Better and Faster Early Innings of Our Full Potential Note: “VPY” denotes versus prior year

Appendix HD Supply Proprietary and Confidential

Monthly Average Daily Sales Growth – Organic (%) HD Supply Organic Average Daily Sales Growth VPY1 6% Organic Average Daily Sales Growth in Q1’14 8.6% May 8.2% Jun. 9.3% 7.7% 4.4% 10.6% 9.8% 9.2% 2.5% 9.9% 8.2% Jul. 8.8% 11.1% 3.8% 7.3% 5.8% Aug. 1.6% 11.2% -0.4% 10.5% 7.5% Sep. 6.0% 11.7% 1.4% 12.4% 6.1% Oct. 4.5% 9.3% 1.3% 9.5% 8.6% Nov. 8.1% 9.7% 7.4% 9.2% -2.0% Dec. 0.6% -7.5% -2.8% 2.3% 11.5% Jan. 10.6% 6.0% 10.4% 19.9% Feb. 9.8% 2.2% -3.9% 9.4% ’14 Selling Days ’13 Selling Days 19 19 20 20 24 24 20 20 19 19 25 25 18 18 19 19 24 24 ’12 Selling Days 20 19 24 20 19 25 18 20 28 (VPY%) 4.1% 1 Adjusted for Acquisitions, Crown Bolt Contract Amendment and Selling Days 2 Formerly White Cap Apr. May Mar. 20 20 20 20 20 20 25 25 25 19 19 20 FY 2013 FY 2014 4.2% 8.1% 7.0% -6.7% 9.8% 7.5% 5.7% 6.2% 8.5% 12.8% 9.6% 8.6% 12.3% 6.4% 13.7% Facil. Maint. Waterworks Power Solutions Const. & Ind.2 (Preliminary)

Monthly Average Daily Sales Growth (%) HD Supply Average Daily Sales Growth VPY 10% Average Daily Sales Growth in May ’14 10.5% May 10.0% Jun. 13.1% 12.2% 4.4% 10.6% 13.0% 14.1% 2.5% 9.9% 19 19 20 20 9.1% Jul. 9.3% 15.7% 3.8% 7.3% 24 24 6.5% Aug. 1.6% 15.1% -0.4% 10.5% 20 20 8.3% Sep. 6.0% 15.7% 1.4% 12.4% 19 19 6.8% Oct. 4.5% 13.0% 1.3% 9.5% 25 25 9.3% Nov. 8.1% 13.7% 7.4% 9.2% 18 18 -2.2% Dec. 0.6% -7.5% -2.8% 2.3% 19 19 8.6% Jan. 10.6% 6.0% 10.4% 19.9% 24 24 4.1% Feb. 9.8% 2.2% -3.9% 9.4% 20 20 20 19 24 20 19 25 18 20 28 20 (VPY%) 4.2% Mar. 8.1% 7.0% -6.7% 9.8% 20 20 20 7.5% Apr. 5.7% 6.2% 8.5% 12.8% 25 25 25 9.6% May 8.6% 12.3% 6.4% 13.7% 19 19 20 Facil. Maint. Waterworks Power Solutions Const. & Ind.1 ’14 Selling Days ’13 Selling Days ’12 Selling Days 1 Formerly White Cap FY 2013 FY 2014 (Preliminary)

Monthly Net Sales ($) HD Supply Net Sales $712M May ’14 Preliminary Sales ($ in millions) May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. $179 $175 $133 $99 $203 $193 $147 $109 $256 $233 $176 $128 $199 $201 $141 $108 $184 $194 $136 $105 $227 $238 $195 $139 $162 $163 $145 $95 $153 $139 $134 $88 $207 $168 $174 $112 $176 $146 $134 $96 $609M $650M $717M $870M $714M $682M $877M $627M $571M $731M ’14 Selling Days ’13 Selling Days 19 19 20 20 24 24 20 20 19 19 25 25 18 18 19 19 24 24 ’12 Selling Days 20 19 24 20 19 25 18 20 28 20 20 20 Mar. Apr. May $184 $168 $140 $106 $244 $237 $187 $142 $195 $197 $142 $113 $712M $893M 20 20 20 25 25 25 19 19 20 $659M Facil. Maint. Waterworks Power Solutions Const. & Ind.1 1 Formerly White Cap FY 2013 FY 2014 (Preliminary)

Average Daily Sales Growth – Organic ~6% Organic Average Daily Sales Growth in Q1’14 Q1 Organic Average Daily Sales Growth VPY1 1 Adjusted for Acquisitions, Crown Bolt Contract Amendment, and Selling Days 2 Formerly White Cap Selling Days 65 63 64 61 (VPY%) Q2 Q3 Q4 2011 Facil. Maintenance Waterworks Power Solutions Construction & Industrial2 HD Supply 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% 3.5% 8.5% 9.2% 13.3% 11.2% 5.0% 11.1% 15.1% 8.6% 253 2012 Facil. Maintenance Waterworks Power Solutions Construction & Industrial2 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% 14.0% 9.7% 12.5% 10.1% Selling Days 65 63 64 66 12.3% 11.0% 7.8% 17.7% 11.4% 258 FY 9.6% 9.4% 8.2% 9.5% 11.3% 3.6% 16.5% 9.4% 11.1% 8.4% 2013 Facil. Maintenance Waterworks Power Solutions HD Supply 6.9% 3.3% 5.7% 11.4% 6.7% Selling Days 65 63 64 61 3.9% 10.6% 0.9% 10.7% 6.5% 7.5% 8.2% 5.2% 11.9% 8.2% 253 Construction & Industrial2 7.7% 5.4% -0.2% 11.0% 5.5% 2014 Facil. Maintenance Waterworks Power Solutions HD Supply Selling Days 65 Construction & Industrial2

Operating Leverage 2.8x Operating Leverage in Q1’14 Q1 Operating Leverage1 (VPY%) Q2 Q3 Q4 2011 Facil. Maintenance Waterworks Power Solutions Construction & Industrial2 HD Supply 1.2x 1.5x 0.7x 1.3x nm 1.3x 2.5x 3.6x 1.2x 0.6x 1.2x (6.6x) nm nm 12.2x nm 6.6x 2.9x 1.9x 2.2x 1.1x 2.8x 0.2x nm 2.7x 2012 Facil. Maintenance Waterworks Power Solutions Construction & Industrial2 HD Supply 1.3x 1.2x 1.6x 1.3x 1.7x 2.9x 1.0x 1.8x 3.3x 7.2x 2.6x 10.5x nm 7.7x 4.7x nm 2.7x 2.4x 2.4x 3.1x 1.4x 1.7x 5.1x 12.5x 2.6x FY 1.4x 1.3x 2.7x 2.0x 2.5x (2.8x) 4.5x 3.5x 2.2x 1.7x 2013 Facil. Maintenance Waterworks Power Solutions HD Supply 2.7x 3.7x 4.6x 9.2x 4.4x 1.6x 2.1x - 2.1x 1.9x 1.6x 2.4x 1.6x 3.7x 2.3x Construction & Industrial2 1.2x 1.5x - 5.2x 2.8x 2014 Facil. Maintenance Waterworks Power Solutions HD Supply Construction & Industrial2 1 Operating Leverage is Defined as Adjusted EBITDA Growth Divided by Adjusted Sales Growth. Adjustments Comprise the 53rd Week in fiscal 2012 and the Crown Bolt Amended Agreement. Not Meaningful (“nm”) when Sales Growth is Negative and when Prior Period Adjusted EBITDA is Negative. 2 Formerly White Cap

 Reconciliation of Non-GAAP Measures: Net Income to Adjusted EBITDA ($ in millions) 1 Depreciation and amortization includes amounts recorded within Cost of sales in the Consolidated Statements of Operations. 2 Represents the costs incurred for workforce reductions and branch closure or consolidations. These costs include occupancy costs, severance, and other costs incurred to exit a location. 3 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. 4 Represents the costs expensed in connection with the company’s secondary public offering. All of the shares of common stock sold in the secondary public offering were sold by certain of the company’s stockholders. The company did not receive any of the proceeds from the sale of the shares. 5 The company was previously party to 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. May 4, 2014 May 5, 2013 Net income (loss) $ (12) $ (131) Less income (loss) from discontinued operations, net of tax (11) (1) Income (loss) from continuing operations $ (1) $ (130) Provision from income taxes 1 43 Interest expense 116 147 Depreciation and amortization1 63 60 Stock-based compensation 5 3 Restructuring2 3 - Loss on extinguishment & modification of debt3 2 41 Costs related to the secondary public offering4 1 - Management fee & related expenses paid to Equity Sponsors5 - 1 Adjusted EBITDA $ 190 $ 165 Three Months Ended

 Reconciliation of Non-GAAP Measures: Net Income to Adjusted Net Income ($ in millions, except share and per share amounts) Net income (loss) $ (12) $ (131) Less income (loss) from discontinued operations, net of tax (11) (1) Income (loss) from continuing operations (1) (130) Plus: Provision for income taxes 1 43 Less: Cash income taxes (1) (2) Plus: Amortization of acquisition-related intangible assets1 (other than software) 34 34 Plus: Restructuring2 3 - Plus: Loss on extinguishment & modification of debt3 2 41 Plus: Costs related to the secondary public offering4 1 Adjusted net income (loss) $ 39 $ (14) May 4, 2014 May 5, 2013 Three Months Ended - 1 Estimated Amortization of acquisition-related intangible assets (other than software) for the remainder of FY’14 is expected to be as follows: $34M in Q2’14, $27M in Q3’14 and $10M in Q4’14 2 Represents the costs incurred for workforce reductions and branch closure or consolidations. These costs include occupancy costs, severance, and other costs incurred to exit a location. 3 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. 4 Represents the costs expensed in connection with the company’s secondary public offering. Weighted average common shares outstanding (in thousands) Basic 192,859 130,578 Diluted 198,857 130,578 Adjusted Net Income (Loss) Per Share - Basic $0.20 ($0.11) Adjusted Net Income (Loss) Per Share - Diluted $0.20 ($0.11)