Company Quick10K Filing
Quick10K
HD Supply Holdings
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$44.66 171 $7,630
10-K 2019-02-03 Annual: 2019-02-03
10-Q 2018-10-28 Quarter: 2018-10-28
10-Q 2018-07-29 Quarter: 2018-07-29
10-Q 2018-04-29 Quarter: 2018-04-29
10-K 2018-01-28 Annual: 2018-01-28
10-Q 2017-10-29 Quarter: 2017-10-29
10-Q 2017-07-30 Quarter: 2017-07-30
10-Q 2017-04-30 Quarter: 2017-04-30
10-K 2017-01-29 Annual: 2017-01-29
10-Q 2016-10-30 Quarter: 2016-10-30
10-Q 2016-07-31 Quarter: 2016-07-31
10-Q 2016-05-01 Quarter: 2016-05-01
10-K 2016-01-31 Annual: 2016-01-31
10-Q 2015-11-01 Quarter: 2015-11-01
10-Q 2015-08-02 Quarter: 2015-08-02
10-Q 2015-05-03 Quarter: 2015-05-03
10-K 2015-02-01 Annual: 2015-02-01
10-Q 2014-11-02 Quarter: 2014-11-02
10-Q 2014-08-03 Quarter: 2014-08-03
10-Q 2014-05-04 Quarter: 2014-05-04
10-K 2014-02-02 Annual: 2014-02-02
8-K 2019-03-19 Earnings, Regulation FD, Exhibits
8-K 2018-12-04 Earnings, Regulation FD, Exhibits
8-K 2018-10-22 Enter Agreement
8-K 2018-10-11 Enter Agreement, Leave Agreement, Off-BS Arrangement
8-K 2018-10-01 Other Events, Exhibits
8-K 2018-10-01 Other Events, Exhibits
8-K 2018-09-06 Officers
8-K 2018-09-05 Earnings, Regulation FD, Exhibits
8-K 2018-06-21 Regulation FD, Exhibits
8-K 2018-06-05 Earnings, Regulation FD, Exhibits
8-K 2018-05-17 Shareholder Vote
8-K 2018-04-18 Officers
8-K 2018-03-05 Other Events, Exhibits
8-K 2017-12-28 Other Events, Exhibits
FHB First Hawaiian 3,650
ACHC Acadia Healthcare Company 2,560
BEAT Biotelemetry 1,960
SNHY Sun Hydraulics 1,600
KNDI Kandi Technologies Group 279
JCG J Crew Group 0
OXGN Mateon Therapeutics 0
PROM Propel Media 0
ELST Electronic Systems Technology 0
CLCS Cell Source 0
HDS 2019-02-03
Part I
Item 1. Business
Item 1A. Risk Factors
Item 2. Properties
Item 3. Legal Proceedings
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Note 1-Nature of Business and Summary of Significant Accounting Policies
Note 2-Acquisitions
Note 4-Related Parties
Note 5-Goodwill and Intangible Assets
Note 6-Debt
Note 7-Derivative Instruments
Note 8-Fair Value Measurements
Note 9-Income Taxes
Note 10-Stock-Based Compensation and Employee Benefit Plans
Note 11-Basic and Diluted Weighted-Average Common Shares Outstanding
Note 12-Supplemental Balance Sheet and Cash Flow Information
Note 13-Restructuring Activities
Note 14-Commitments and Contingencies
Note 15-Segment Information
Note 16-Revenue
Note 17-Quarterly Financial Data (Unaudited)
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
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HD Supply Holdings Earnings 2019-02-03

HDS 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 a2238047z10-k.htm 10-K

Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý

 

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

For the fiscal year ended February 3, 2019

or

o

 

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

For the transaction period from                        to                       

 

Commission
File Number
  Exact name of Registrant as specified in its charter, Address of principal
executive offices and Telephone number
  State of incorporation   I.R.S. Employer
Identification Number
 

001-35979

  HD SUPPLY HOLDINGS, INC.
3400 Cumberland Boulevard SE
Atlanta, Georgia 30339
(770) 852-9000
  Delaware   26-0486780
 

333-159809

 

HD SUPPLY, INC.
3400 Cumberland Boulevard SE
Atlanta, Georgia 30339
(770) 852-9000

 

Delaware

 

75-2007383

           Securities registered pursuant to Section 12 (b) of the Act:

HD Supply Holdings, Inc.: Common stock, par value $0.01 per share
HD Supply, Inc.: None
 

  The NASDAQ Stock Market LLC 

(Title of Each Class)

  (Name of Each Exchange on which Registered)

           Securities registered pursuant to Section 12 (g) of the Act:

  None     

  (Title of Class)    

           Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

HD Supply Holdings, Inc.

    Yes ý     No o  

HD Supply, Inc.

    Yes o     No ý  

           Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

HD Supply Holdings, Inc.

    Yes o     No ý  

HD Supply, Inc.

    Yes ý     No o  

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

HD Supply Holdings, Inc.

    Yes ý     No o  

HD Supply, Inc.

    Yes o     No ý  

           Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

HD Supply Holdings, Inc.

    Yes ý     No o  

HD Supply, Inc.

    Yes ý     No o  

           Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

HD Supply Holdings, Inc.

    ý   HD Supply, Inc.     ý  

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

HD Supply Holdings, Inc.

           

Large accelerated filer ý

 

Accelerated filer o

 

Non-accelerated filer o

 

Smaller reporting company o

 

Emerging growth company o

HD Supply, Inc.

 

 

 

 

 

 

Large accelerated filer o

 

Accelerated filer o

 

Non-accelerated filer ý

 

Smaller reporting company o

 

Emerging growth company o

           If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o

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

HD Supply Holdings, Inc.

    Yes o     No ý  

HD Supply, Inc.

    Yes o     No ý  

           The aggregate market value of the voting common stock held by non-affiliates of the registrant as of July 27, 2018 (the last business day of our most recently completed fiscal second quarter) was $8,000,191,424.

           The number of shares of the registrant's common stock outstanding as of March 15, 2019:

HD Supply Holdings, Inc.

  170,790,106 shares of common stock, par value $0.01 per share

HD Supply, Inc.

 

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

           HD Supply, Inc. meets the conditions set forth in General Instruction I(1)(a), (b) and (d) of Form 10-K and is therefore filing this Form with the reduced disclosure format applicable to HD Supply, Inc.

Documents incorporated by reference:

           Portions of HD Supply Holdings, Inc.'s proxy statement to be filed with the Securities and Exchange Commission in connection with HD Supply Holdings, Inc.'s 2019 annual meeting of stockholders (the "Proxy Statement') are incorporated by reference into Part III hereof. Such Proxy Statement will be filed within 120 days of HD Supply Holdings, Inc.'s fiscal year ended February 3, 2019.


Table of Contents


INDEX TO FORM 10-K

 
   
  Page

 

Explanatory Note

  3

 

Background Information and Glossary of Certain Defined Terms

  3

 

Forward-looking statements and information

  5

Part I

 

 

   

Item 1.

 

Business

  7

Item 1A.

 

Risk Factors

  13

Item 2.

 

Properties

  34

Item 3.

 

Legal Proceedings

  34

Part II

 

 

   

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  36

Item 6.

 

Selected Financial Data

  39

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

  42

Item 7A.

 

Quantitative and Qualitative Disclosures about Market Risk

  66

Item 8.

 

Financial Statements and Supplementary Data

  67

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  124

Item 9A.

 

Controls and Procedures

  124

Item 9B.

 

Other Information

  125

Part III

 

 

   

Item 10.

 

Directors, Executive Officers and Corporate Governance

  126

Item 11.

 

Executive Compensation

  126

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  126

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

  126

Item 14.

 

Principal Accounting Fees and Services

  127

Part IV

 

 

   

Item 15.

 

Exhibits and Financial Statement Schedules

  128

Signatures

  140

2


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EXPLANATORY NOTE

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

Background Information and Glossary of Certain Defined Terms

Defined Terms for Indebtedness

        In this annual report on Form 10-K, unless otherwise indicated or the context otherwise requires:

    "December 2014 First Priority Notes" refers to HDS's 5.25% Senior Secured First Priority Notes due 2021 issued on December 4, 2014 in an aggregate principal amount of $1,250 million.

    "April 2016 Senior Unsecured Notes" refers to HDS's 5.75% Senior Unsecured Notes due 2024 issued on April 11, 2016 in an aggregate principal amount of $1,000 million.

    "October 2018 Senior Unsecured Notes" refers to HDS's 5.375% Senior Unsecured Notes due 2026 issued on October 11, 2018 in an aggregate principal amount of $750 million.

    "February 2013 Senior Unsecured Notes" refers to HDS's 7.50% Senior Notes due 2020 issued on February 1, 2013 in an aggregate principal amount of $1,275 million.

    "January 2013 Senior Subordinated Notes" refers to HDS's 10.5% Senior Subordinated Notes due 2021 issued on January 16, 2013 in an aggregate principal amount of $950 million.

    "October 2012 Senior Unsecured Notes" refers to HDS's 11.50% Senior Notes due 2020 issued on October 15, 2012 in an aggregate principal amount of $1,000 million.

    "Senior ABL Facility" refers to HDS's asset based lending facility issued on April 12, 2012, providing for senior secured revolving loans and letters of credit of up to a maximum aggregate principal amount of $1,500 million (subject to availability under the borrowing base).

    "Senior Credit Facilities" refers collectively to the Senior ABL Facility and the Term Loan Facility.

    "Term Loan" refers to the term loans issued under the Term Loan Facility.

    "Term Loan Facility" refers to HDS's senior secured credit facility issued on April 12, 2012 (as amended by the First Amendment, dated as of February 15, 2013, the Second Amendment, dated as of February 6, 2014, the Incremental Agreement No. 1, dated as of August 13, 2015, the Fourth Amendment, dated as of October 14, 2016, the Fifth Amendment, dated as of August 31, 2017, and the Sixth Amendment dated October 22, 2018).

    "Term B-1 Loans" refers to the tranche of Term Loans issued on October 14, 2016 under the Term Loan Facility in an aggregate principal amount of approximately $842 million.

    "Term B-2 Loans" refers to the tranche of Term Loans issued on October 14, 2016 under the Term Loan Facility in an aggregate principal amount of $550 million.

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    "Term B-3 Loans" refers to the tranche of Term Loans issued on August 31, 2017 under the Term Loan Facility to replace the Term B-1 Loans in an aggregate principal amount of approximately $535 million.

    "Term B-4 Loans" refers to the tranche of Term Loans issued on August 31, 2017 under the Term Loan Facility to replace the Term B-2 Loans in an aggregate principal amount of approximately $546 million.

    "Term B-5 Loans" refers to the tranche of Term Loans issued on October 22, 2018 under the Term Loan Facility to replace the Term B-3 Loans and Term B-4 Loans in an aggregate principal amount of $1,070 million.

Refinancing Transactions

        On April 11, 2016, HDS issued the April 2016 Senior Unsecured Notes at par.

        On April 27, 2016, HDS used the net proceeds from the April 2016 Senior Unsecured Notes issuance, together with available cash, to redeem all of the outstanding October 2012 Senior Unsecured Notes.

        On October 14, 2016, HDS amended the Term Loan Facility to reduce its LIBOR floor to zero by issuing Term B-1 Loans in an aggregate principal amount of approximately $842 million as a replacement tranche for all outstanding term loans and issued Term B-2 Loans in an aggregate principal amount of $550 million.

        On October 17, 2016, HDS used the proceeds from the Term B-2 Loans, together with cash on hand and available borrowings under HDS's Senior ABL Facility, to redeem all of the outstanding $1,275 million aggregate principal of the February 2013 Unsecured Notes.

        On April 5, 2017, HDS amended the Senior ABL Facility to reduce the applicable margin for borrowing, reduce the applicable commitment fee, and extend the maturity date until April 5, 2022.

        On April 18, 2017, HDS used cash and available borrowings under the Senior ABL Facility to repay $100 million aggregate principal of its Term B-1 Loans.

        On August 25, 2017, HDS amended and supplemented the indenture governing its April 2016 Senior Unsecured Notes to (a) amend the definition of "Permitted Payments," (b) increase the interest rate to 7.00% on April 15, 2019, (c) amend the definition of "Net Available Cash," and (d) amend the definition of "Consolidated EBITDA."

        On August 31, 2017, HDS amended its Term Loan Facility, refinancing the Term B-1 Loans with the Term B-3 Loans in an aggregate principal amount of approximately $535 million, and refinancing the Term B-2 Loans with the Term B-4 Loans in an aggregate principal amount of approximately $546 million.

        On September 1, 2017, HDS used a portion of the net proceeds from the sale of the Waterworks business to redeem all of the outstanding $1,250 million in aggregate principal of its December 2014 First Priority Notes.

        On December 28, 2017, HDS reduced its U.S. borrowing capacity under its Senior ABL Facility by $500 million to $1,000 million.

        On October 11, 2018, HDS issued the October 2018 Senior Unsecured notes and used the net proceeds, together with cash on hand and available borrowings under HDS's Senior ABL Facility, to redeem all of the outstanding April 2016 Senior Unsecured Notes.

        On October 22, 2018, HDS amended its Term Loan Facility, refinancing its Term B-3 and Term B-4 Loans with Term B-5 Loans in an aggregate principal amount of $1,070 million.

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        HDS's Senior Credit Facilities and October 2018 Senior Unsecured Notes are discussed in greater detail in Note 6, Debt in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data."

Glossary of Certain Other Terms

ASC   Accounting Standards Codification
DCF   Discounted cash flow
DOT   U.S. Department of Transportation
Exchange Act   Securities Exchange Act of 1934
Fiscal 2016   Fiscal year ended January 29, 2017
Fiscal 2017   Fiscal year ended January 28, 2018
Fiscal 2018   Fiscal year ended February 3, 2019
GAAP   Generally accepted accounting principles in the United States of America
Gross margin   Gross profit as a percentage of net sales
HDS   HD Supply, Inc.
Holdings   HD Supply Holdings, Inc.
HVAC   Heating, ventilating, and air conditioning
MRO   Maintenance, repair and operations
NASDAQ   The NASDAQ Stock Market LLC
NOLs   Net operating losses
OEM   Original equipment manufacturer
SKU   Stock-keeping unit
SEC   U.S. Securities and Exchange Commission
U.S.   United States
Vendor rebates   Vendors providing for inventory purchase rebates

Forward-looking statements and information

        This annual report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management's beliefs and assumptions and information currently available to management. Some of the forward-looking statements can be identified by the use of forward-looking terms such as "believes," "expects," "may," "will," "should," "could," "seeks," "intends," "plans," "estimates," "anticipates" or other comparable terms. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth strategies and the industries in which we operate.

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

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SEC. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include:

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

    our ability to maintain profitability;

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

    limitations and restrictions in the agreements governing our indebtedness;

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

    the loss of any of our significant customers;

    competitive pricing pressure from our customers;

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

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

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

    our ability to manage fixed costs;

    the development of alternatives to distributors in the supply chain;

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

    interruptions in the proper functioning of our information technology, or "IT" systems, including from cybersecurity threats;

    potential material liabilities under our self-insured programs;

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

    new and/or proposed trade policies could make sourcing product from foreign countries more difficult and more costly;

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

    our ability to identify and integrate new products.

You should read this annual report on Form 10-K completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this annual report on Form 10-K are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this annual report on Form 10-K, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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PART I

ITEM 1.    BUSINESS

Our Company

        HD Supply is one of the largest industrial distributors in North America. We believe we have leading positions in the two distinct market sectors in which we specialize: Maintenance, Repair & Operations ("MRO") and Specialty Construction. These market sectors are large and fragmented, and we believe they present opportunities for significant growth. We aspire to be the "First Choice" of customers, associates, suppliers and the communities in which we operate. This aspiration drives our relentless focus and is reflected in the customer and market centricity, speed and precision, intense teamwork, process excellence and trusted relationships that define our culture. We believe this aspiration distinguishes us from other distributors and has created value for our shareholders, driven above-market growth and delivered attractive returns on invested capital.

        Through approximately 270 branches and 44 distribution centers in the U.S. and Canada, we serve our markets with an integrated go-to-market strategy. We have approximately 11,500 associates delivering localized, customer-tailored products, services and expertise. We serve approximately 500,000 customers, which include contractors, maintenance professionals, home builders, industrial businesses, and government entities. Our broad range of end-to-end product lines and services include approximately 650,000 stock-keeping units ("SKUs") of quality, name-brand and proprietary-brand products as well as value-add services supporting the entire life-cycle of a project from construction to maintenance, repair and operations.

        For fiscal 2018, we:

    generated $6 billion in Net sales, representing 18.1% growth over fiscal 2017;

    generated Net income of $394 million in fiscal 2018, as compared to a Net income of $970 million in fiscal 2017, which included a $732 million gain on sale, net of tax, on the sale of a discontinued business;

    generated $871 million of Adjusted EBITDA, representing 19.2% growth over fiscal 2017; and

    generated $619 million of Adjusted net income in fiscal 2018, as compared to $447 million in fiscal 2017.

        For a reconciliation of Net income (loss), the most directly comparable financial measure under GAAP, to Adjusted EBITDA and Adjusted net income, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics—Adjusted EBITDA and Adjusted Net Income (Loss)."

        We believe our long-standing customer relationships and competitive advantage stem from our knowledgeable associates, extensive product and service offerings, national footprint, integrated best-in-class technology, broad purchasing scale and strategic supplier relationships. We believe that our comprehensive supply chain solutions improve the effectiveness and efficiency of our customers' businesses. Our value-add services include customer training and certification, material and product fabrication, kitting, jobsite delivery and installation and will-call pickup options. Furthermore, we believe our product application knowledge, comprehensive product assortment, and sourcing expertise allow our customers to perform reliably and give them the tools to enhance profitability.

        We reach our customers through a variety of sales channels, including professional outside and inside sales forces, call centers and direct marketing programs utilizing market-specific product catalogs, and business unit websites and digital tools. Our distribution network allows us to provide rapid, reliable, on-time delivery and customer pickup throughout the United States and Canada. Additionally, we believe our highly integrated, best-in-class technology provides leading e-commerce and integrated

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workflow capabilities for our customers, while providing us unparalleled pricing, budgeting, reporting and analytical capabilities across our Company. We believe customers view us as an integral part of the value chain due to our extensive product knowledge, expansive product availability and the ability to directly integrate with their systems and workflows.

Our Strategy

        Since 2007 we have undertaken significant operating and growth initiatives at all levels. We developed and are implementing a multi-year strategy to optimize our business mix. This strategy includes entering new markets and product lines, streamlining and upgrading our process and technology capabilities, acquiring new capabilities and identifying and acquiring acquisition targets that complement our existing businesses. At the same time, we attracted what we believe to be "best of the best" talent, capitalizing on relevant experience, teamwork and change navigation.

        Both of our businesses invest in high-growth initiatives that align with our five growth plays:

    1.
    Sell More to Existing Customers (i.e., Share of Wallet)

    2.
    Introduce New Products and Services

    3.
    Expand the Channels to Reach Our Customers (e.g., Internet, Catalog, and Mobility)

    4.
    Acquire New Customers

    5.
    Enter New Geographies (i.e., Open New Locations)

        Through investments in these growth plays, we believe we are well-positioned to grow in excess of the markets in which we operate. Specific initiatives focus on increasing penetration within our existing customer base, including the addition of new sales talent across the Company; and the addition of new products and services, including proprietary brands, primarily in our Facilities Maintenance business. We also continue to invest in mobile technologies and e-commerce. We focus primarily on sales talent acquisition, entering new geographies and business combination opportunities to acquire new customers.

        HD Supply is managed primarily on a product-line basis and reports results of operations in two reportable segments. The reportable segments are Facilities Maintenance and Construction & Industrial. In addition, the consolidated financial statements include "Corporate and Eliminations," which comprises enterprise-wide functional departments that operate in a centralized structure.

        Facilities Maintenance.    Facilities Maintenance distributes MRO products, provides value-add services and fabricates custom products. Our Facilities Maintenance business unit serves the owners of multifamily, hospitality, healthcare and institutional facilities. Products include electrical and lighting items, plumbing, HVAC products, appliances, janitorial supplies, hardware, kitchen and bath cabinets, window coverings, textiles and guest amenities, healthcare maintenance and water and wastewater treatment products. Facilities Maintenance operates a distribution center-based model that sells its products primarily through a professional sales force, e-commerce and print catalogs.

        Construction & Industrial.    Construction & Industrial distributes specialized hardware, tools, engineered materials and safety products to non-residential and residential contractors. Service offerings range from pre-bid assistance and product submittals to engineering and tool repair. Construction & Industrial reaches customers through a nationwide network of regionally organized branches as well as print catalogs and e-commerce. Products include tilt-up brace systems, forming and shoring systems, concrete chemicals, hand and power tools, cutting tools, rebar, ladders, safety and fall arrest equipment, specialty screws and fasteners, sealants and adhesives, drainage pipe, geo-synthetics, erosion and sediment control equipment and other engineered materials used broadly across all types of non-residential and residential construction. Construction & Industrial also includes Home

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Improvement Solutions, which offers light remodeling and construction supplies, kitchen and bath cabinets, windows, plumbing materials, electrical equipment and other products, primarily to small remodeling contractors and trade professionals through local retail outlets.

        Corporate and Eliminations.    In addition to the reportable segments, our consolidated financial results include "Corporate and Eliminations" which incurs costs related to our centralized support functions, which are comprised of finance, information technology, human resources, legal, supply chain and other support services, and removes inter-segment transactions. All Corporate operating overhead costs are allocated to the reportable segments. Interest expense, interest income, other non-operating income and expenses, and provision for income taxes are not allocated to the reportable segments. The Company does not allocate Corporate assets to its reportable segments.

Our Market Sectors

        We offer a diverse range of products and services to the Maintenance, Repair & Operations and Specialty Construction market sectors in the United States and Canada. The markets in which we operate have a high degree of customer and supplier fragmentation, with customers that typically demand a high level of service and availability of a broad set of complex products from a large number of suppliers. These market dynamics make the distributor a critical element within the value chain. Net sales for HD Supply outside of the United States, primarily in Canada, were $157 million, $146 million, and $124 million in fiscal 2018, fiscal 2017, and fiscal 2016, respectively.

Maintenance, Repair & Operations

        In the MRO market sector, our Facilities Maintenance business serves customers across multiple industries by primarily delivering supplies and services needed to maintain and upgrade multifamily, hospitality, healthcare and institutional facilities. Facilities Maintenance is a distribution center-based model. We estimate that this market sector currently represents an addressable market in excess of $55 billion annually with demand driven primarily by ongoing maintenance requirements and property improvement projects of a broad range of living environments and traditional repair and remodeling construction activity across multiple industries. We believe Facilities Maintenance customers value speed and product availability over price. We believe our maintenance, repair and operations business focused on living spaces, including apartment units, hotel or motel rooms and senior care living facilities, provides stable demand, particularly in challenging economic environments, when new construction tends to decrease.

Specialty Construction

        In the Specialty Construction market sector, our Construction & Industrial and Home Improvement Solutions businesses serve professional contractors and trades by meeting their distinct and customized supply needs in non-residential, residential and industrial applications. We estimate that this market sector currently represents an addressable market of approximately $30 billion annually with demand driven primarily by non-residential construction, residential construction, industrial and repair and remodeling construction spending. Construction & Industrial serves this sector through the broad national presence of its regionally organized branch distribution network, as well as branches in six Canadian provinces, while Home Improvement Solutions operates through retail outlets in California primarily serving cash and carry customers. We believe we are well-positioned to benefit from the continued expansion of non-residential and residential construction end-markets.

Our History

        On July 2, 2013, Holdings completed an initial public offering of 61,170,212 shares of its common stock at a price of $18.00 per share, for an aggregate offering price of $1,039 million, net of

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underwriters' discounts and commissions and offering expenses of approximately $16 million. Upon completion of Holdings' secondary public offerings in fiscal 2014 and fiscal 2015, The Home Depot, Inc. and three private equity firms, collectively our former parent, sold all of their remaining original investment in Holdings.

        During fiscal 2014, we completed the disposal of Litemor through liquidation. In January 2015, we sold substantially all of the assets of our Hardware Solutions business. In October 2015, we sold our Power Solutions business. In May 2016, we sold our Interior Solutions business. In August 2017, we sold our Waterworks business. For additional information on the discontinued operations, see Note 3, Discontinued Operations in the Notes to Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data."

        In March 2018, we completed the acquisition of A.H. Harris Construction Supplies ("A.H. Harris"), a leading specialty construction distributor serving the northeast and mid-Atlantic regions, expanding Construction & Industrial's market presence in the northeastern U.S. For additional information on the acquisition of A.H. Harris, see Note 2, Acquisitions in the Notes to Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data."

Customers and Suppliers

        We maintain a customer base of approximately 500,000 customers, many of whom represent long-term relationships. We are subject to very low customer concentration with our ten largest customers generating approximately 12.2% of our Net sales in fiscal 2018, reducing our exposure to any single customer.

        We have developed relationships with approximately 7,000 strategic suppliers, many of which are long-standing. These supplier relationships provide us with reliable access to inventory, volume purchasing benefits and the ability to deliver a diverse product offering on a cost-effective basis. We maintain multiple suppliers for a substantial number of our products, thereby limiting the risk of product shortage for customers.

Competition

        We operate in a highly fragmented industry and hold leading positions in both market sectors. The majority of our competition comes from mid-size regional distributors and small, local distributors; however, we also face competition from a number of national competitors, including Fastenal, Grainger, MSC Industrial, Watsco, Interline Brands (a division of The Home Depot, Inc.), Maintenance Supply Headquarters (a division of Lowe's Companies, Inc.) and Ferguson.

        We believe the principal competitive factors for our market sectors include local selling capabilities, availability, breadth and cost of materials and supplies, technical knowledge and expertise, value-add service capabilities, customer and supplier relationships, reliability and accuracy of service, effective use of technology, delivery capabilities and timeliness, pricing of products, and the provision of credit. We believe that our competitive strengths and strategy allow us to compete effectively in our market sectors.

Seasonality

        In a typical year, our operating results are impacted by seasonality. Historically, sales of our products have been higher in the second and third quarters of each fiscal year due to favorable weather and longer daylight conditions during these periods. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects and customer deliveries.

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Products

Maintenance, Repair & Operations:

        Facilities Maintenance:    Electrical and lighting items, plumbing, HVAC products, appliances, janitorial supplies, hardware, kitchen and bath cabinets, window coverings, textiles and guest amenities, healthcare maintenance and water and wastewater treatment products.

Specialty Construction:

        Construction & Industrial:    Tilt-up brace systems, forming and shoring systems, concrete chemicals, hand and power tools, cutting tools, rebar, ladders, safety and fall arrest equipment, specialty screws and fasteners, sealants and adhesives, drainage pipe, geo-synthetics, erosion and sediment control equipment and other engineered materials used broadly across all types of non-residential and residential construction.

        Home Improvement Solutions:    Kitchen cabinets, windows, plumbing materials, masonry, electrical equipment, lumber, flooring and tools and tool rentals for small remodeling, home improvement and do-it-yourself residential projects.

Intellectual property

        Our trademarks and those of our subsidiaries are registered or otherwise legally protected in the U.S., Canada and elsewhere. We, together with our subsidiaries, own approximately 145 trademarks registered worldwide. We also rely upon trade secrets and know-how to develop and maintain our competitive position. We protect intellectual property rights through a variety of methods, including trademark, patent, copyright and trade secret laws, in addition to confidentiality agreements with suppliers, employees, consultants and others who have access to our proprietary information. Generally, registered trademarks have a perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. We intend to maintain our material trademark registrations so long as they remain valuable to our business. Other than the trademarks HD Supply ®, USABluebook ®, Seasons ®, Brigade ®, Maintenance Warehouse ® and White Cap ®, we do not believe our business is dependent to a material degree on trademarks, patents, copyrights or trade secrets. Other than commercially available software licenses, we do not believe that any of our licenses for third-party intellectual property are material to our business, taken as a whole. See "Part 1. Item 1A. Risk Factors—Risks Relating to Our Business—If we are unable to protect our intellectual property rights, or we infringe on the intellectual property rights of others, our ability to compete could be negatively impacted."

Employees

        In domestic and international operations, we had approximately 11,500 employees as of February 3, 2019, consisting of approximately 7,500 hourly personnel and approximately 4,000 salaried employees.

        As of February 3, 2019, less than 1% of our workforce was covered by collective bargaining agreements.

Regulation

        Our operations are affected by various statutes, regulations and laws in the markets in which we operate, which historically have not had a material effect on our business. While we are not engaged in a regulated industry, we are subject to various laws applicable to businesses generally, including laws affecting land usage, zoning, the environment, health and safety, transportation, labor and employment practices, competition, immigration and other matters. Additionally, building codes may affect the

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products our customers are allowed to use, and consequently, changes in building codes may affect the salability of our products. The transportation and disposal of many of our products are also subject to federal regulations. The DOT regulates our operations in domestic interstate commerce. We are subject to safety requirements governing interstate operations prescribed by the DOT. Vehicle dimensions and driver hours of service also remain subject to both federal and state regulation. See "Part 1. Item 1A. Risk Factors—Risks Relating to Our Business—Our costs of doing business could increase as a result of changes in U.S. federal, state or local regulations."

Environmental, Health and Safety Matters

        We are subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those pertaining to air emissions, water discharges, the handling, disposal and transport of solid and hazardous materials and wastes, the investigation and remediation of contamination and otherwise relating to health and safety and the protection of the environment and natural resources. As our operations, and those of many of the companies we have acquired, to a limited extent involve and have involved the handling, transport and distribution of materials that are, or could be classified as, toxic or hazardous, there is some risk of contamination and environmental damage inherent in our operations and the products we handle, transport and distribute. Our environmental, health and safety liabilities and obligations may result in significant capital expenditures and other costs, which could negatively impact our business, financial condition and results of operations. We may be fined or penalized by regulators for failing to comply with environmental, health and safety laws and regulations, or we may be held responsible for such failures by companies we have acquired. In addition, contamination resulting from our current or past operations, and those of many of the companies we have acquired, may trigger investigation or remediation obligations, which may have a material adverse effect on our business, financial condition and results of operations.

Available Information

        We are subject to the reporting and information requirements of the Exchange Act and, as a result, we file periodic reports and other information with the SEC.

        The public may read and copy any such reports or other information that we file with the SEC. Such filings are available to the public over the internet at the SEC's website at http://www.sec.gov. The SEC's website is included in this annual report on Form 10-K as an inactive textual reference only.

        In addition, the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge to the public through the "Investor Relations" portion of the Company's website, www.hdsupply.com, as soon as reasonably practical after they are filed with the SEC. We include our website address in this filing only as an inactive textual reference. The information contained on our website is not incorporated by reference into this annual report on Form 10-K. You may also obtain a copy of any information that we file with the SEC at no cost by calling us, or writing to us, at the following address:

HD Supply
3400 Cumberland Boulevard SE
Atlanta, Georgia 30339
Attn: General Counsel
(770) 852-9000

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ITEM 1A.    RISK FACTORS

Risks Relating to Our Business

We are subject to inherent risks of the maintenance, repair and operations market and the non-residential and residential construction markets, including risks related to general economic conditions.

        Demand for our products and services depends to a significant degree on spending in our markets. The level of activity in our markets depends on a variety of factors that we cannot control.

        Historically, both new housing starts and residential remodeling have decreased in slow economic periods. In addition, residential construction activity can impact the level of non-residential construction activity. Other factors impacting the level of activity in the non-residential and residential construction markets include:

    changes in interest rates;

    unemployment rates;

    high foreclosure rates and unsold/foreclosure inventory;

    unsold new housing inventory;

    availability of financing (including the impact of disruption in the mortgage markets);

    adverse changes in industrial economic outlook;

    a decrease in the affordability of homes;

    vacancy rates;

    capacity utilization;

    capital spending;

    commercial investment;

    corporate profitability;

    local, state and federal government regulation; and

    shifts in populations away from the markets that we serve.

        In the maintenance, repair and operations market, the level of activity depends largely on the number of units and occupancy rates within multifamily, hospitality, healthcare and institutional facilities markets. Because both of our markets are sensitive to changes in the economy, downturns (or lack of substantial improvement) in the economy in any region in which we operate have adversely affected and could continue to adversely affect our business, financial condition, results of operations and cash flows. For example, we distribute a number of our products to contractors in connection with non-residential building, residential and industrial construction projects. While we operate in many markets in the United States and Canada, our business is particularly impacted by changes in the economies of California, Texas and Florida, which represented approximately 24.7%, 10.9% and 8.6%, respectively, of our Net sales for fiscal 2018.

        In addition, the markets in which we compete are sensitive to general business and economic conditions in the United States and worldwide, including availability of credit, changes in interest rates, fluctuations in capital, credit and mortgage markets and changes in business and consumer confidence. Adverse developments in global financial markets and general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on our business, financial condition, results of operations and cash flows, including our ability and the ability of our customers and suppliers to access capital. Although there has since been stabilization and

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improvement in the general economy since the decline of 2007, and in the industries and markets in which we operate, there can be no guarantee that any improvement in these areas will continue or be sustained.

The non-residential building construction market could experience a downturn which could materially and adversely affect our business, liquidity and results of operations.

        Our business is dependent, in part, on the non-residential building construction market and a slowdown of or volatility in the United States economy in general could have an adverse effect on our business units. According to the U.S. Census Bureau, actual non-residential building construction put-in-place in the U.S. during 2018 increased 4% from 2017 levels. From time to time, our business unit that serves the non-residential building construction market have also been adversely affected in various parts of the country by declines in non-residential building construction starts due to, among other things, changes in tax laws affecting the real estate industry, high interest rates and the level of residential construction activity. Continued uncertainty about current economic conditions will continue to pose a risk to our business unit as participants in this industry may postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a continued material negative effect on the demand for our products and services.

        We cannot predict the duration of the current market conditions or the timing or strength of any future recovery of non-residential building construction activity in our markets. Weakness in the non-residential building construction market would have a significant adverse effect on our business, financial condition, operating results and cash flows. In addition, because of these factors, there may be fluctuations in our operating results, and the results for any historical period may not be indicative of results for any future period.

We have been, and may continue to be, adversely impacted by slowdowns in the new residential construction market.

        Our business is dependent, in part, upon the new residential construction market. According to the U.S. Census Bureau, actual single family housing starts in the U.S. during 2018 increased 3% from 2017 levels, but remain below historical peak levels. We cannot predict the duration of the current housing industry market conditions, or the timing or strength of any future significant increase in housing construction activity in our markets. We also cannot provide any assurances that the homebuilding industry will recover to historical peak levels, or that the operational strategies we have implemented to address the current market conditions will be successful. Weakness in the new residential construction market could have a significant adverse effect on our business, financial condition, operating results and cash flows. In addition, because of these factors, there may be fluctuations in our operating results, and the results for any historical period may not be indicative of results for any future period.

Residential renovation and improvement activity levels may not return to historic levels which may negatively impact our business, liquidity and results of operations.

        Our business units rely on residential renovation and improvement (including repair and remodeling) activity levels. Management believes that residential improvement project spending in the United States increased 5% in 2018, but remain below historical peak levels. If unemployment levels or mortgage delinquency and foreclosure rates increase, limitations in the availability of mortgage and home improvement financing develop in the market or housing turnover declines, such adverse economic events may limit consumers' spending, particularly on discretionary items, and affect their confidence level leading to continued reduced spending on home improvement projects.

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        We cannot predict the duration of the current market conditions or the timing or strength of any future significant increase in the residential renovation and improvement markets. Depressed activity levels in consumer spending for home improvement and new home construction would adversely affect our business, liquidity, results of operations and our financial position. Furthermore, economic weakness may cause unanticipated shifts in consumer preferences and purchasing practices and in the business models and strategies of our customers. Such shifts may alter the nature and prices of products demanded by the end consumer, and, in turn, our customers and could adversely affect our operating performance.

We may be unable to maintain profitability.

        We have set goals to progressively improve our profitability over time by growing our sales, increasing our gross margin and reducing our expenses as a percentage of sales. For fiscal 2018, fiscal 2017, and fiscal 2016, we had net income of $394 million, $970 million, and $196 million, respectively. There can be no assurance that we will achieve our enhanced profitability goals. Factors that could significantly adversely affect our efforts to achieve these goals include, but are not limited to, the failure to:

    grow our revenue organically or through acquisitions;

    improve our revenue mix by investing (including through acquisitions) in businesses that provide higher margins than we have been able to generate historically;

    achieve improvements in purchasing or maintain or increase our rebates from vendors through our vendor consolidation and/or low-cost country initiatives;

    improve our gross margins through the utilization of improved pricing practices and technology and sourcing savings;

    maintain or reduce our overhead and support expenses as we grow;

    effectively evaluate future inventory reserves;

    collect monies owed to us from customers;

    maintain relationships with our significant customers; and

    integrate any businesses acquired.

        Any of these failures or delays may adversely affect our ability to increase our profitability.

We may be required to take impairment charges relating to our operations which could impact our future operating results.

        As of February 3, 2019, goodwill represented approximately 47% of our total assets. Goodwill is not amortized and is subject to impairment testing at least annually using a fair value based approach. The identification and measurement of impairment involves the estimation of the fair value of reporting units. The estimates of fair value of reporting units are based on the best information available as of the date of the assessment and incorporate management assumptions about expected future cash flows and other valuation techniques. Future cash flows can be affected by changes in industry or market conditions among other things.

        The recoverability of goodwill is evaluated at least annually and when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Our annual impairment test resulted in no impairment of goodwill during fiscal 2018, fiscal 2017, or fiscal 2016.

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        We cannot accurately predict the amount and timing of any impairment of assets, and we may be required to take goodwill or other asset impairment charges relating to certain of our reporting units and asset groups in the event we experience weakness in the non-residential and/or residential construction markets and/or the general U.S. economy. Similarly, certain company transactions could result in goodwill impairment charges being recorded. Any such non-cash charges would have an adverse effect on our financial results.

In the event of a general economic downturn in the United States, we may be required to close under-performing locations.

        We may have to close under-performing locations from time to time as warranted by general economic conditions and/or weakness in the industries in which we operate. For example, during fiscal 2018, we closed certain branches and terminated employees as part of our on-going cost savings and profitability enhancement efforts. Any future facility closures could have a significant adverse effect on our financial condition, operating results and cash flows.

We occupy most of our facilities under long-term non-cancelable leases. We may be unable to renew leases on favorable terms or at all. Also, if we close a facility, we may remain obligated under the applicable lease.

        Most of our facilities are located in leased premises. Many of our current leases are non-cancelable and typically have terms ranging from 3 to 7 years, with options to renew for specified periods of time. We believe that leases we enter into in the future will likely be long-term and non-cancelable and have similar renewal options. However, there can be no assurance that we will be able to renew our current or future leases on favorable terms or at all which could have an adverse effect on our ability to operate our business and on our results of operations. In addition, if we close or idle a facility, we generally remain committed to perform our obligations under the applicable lease, which include, among other things, payment of the base rent for the balance of the lease term. Over the course of the last three fiscal years, we closed or idled facilities for which we remain liable on the lease obligations. Our obligation to continue making rental payments in respect of leases for closed or idled facilities could have a material adverse effect on our business and results of operations.

The industries in which we operate are highly competitive and fragmented, and demand for our products and services could decrease if we are not able to compete effectively.

        The markets in which we operate are fragmented and highly competitive. Our competition includes other distributors and manufacturers that sell products directly to their respective customer bases and some of our customers that resell our products. To a limited extent, retailers of electrical fixtures and supplies, building materials, maintenance, repair and operations supplies and contractors' tools also compete with us. We also expect that new competitors may develop over time as internet-based enterprises become more established and reliable and refine their service capabilities. Competition varies depending on product line, customer classification and geographic area.

        We compete with many local, regional and, in several markets and product categories, other national distributors. Certain of our competitors have substantially greater financial and other resources than us. No assurance can be given that we will be able to respond effectively to these competitive pressures. Increased competition by existing and future competitors could result in reductions in sales, prices, volumes and gross margins that could materially adversely affect our business, financial condition and results of operations. Furthermore, our success will depend, in part, on our ability to maintain our market share and gain market share from competitors.

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Our competitors continue to consolidate, which could cause markets to become more competitive and could negatively impact our business.

        Although the markets in which we operate are currently largely fragmented, our competitors in the United States and Canada continue to consolidate. This consolidation is being driven by customer needs and supplier capabilities, which could cause markets to become more competitive as greater economies of scale are achieved by distributors, or as competitors with new business models are willing and able to operate with lower gross profit on select products. Customers are increasingly aware of the total costs of fulfillment and of the need to have consistent sources of supply at multiple locations. We believe these customer needs could result in fewer distributors as the remaining distributors become larger and more capable of being consistent sources of supply.

        There can be no assurance that we will be able to take advantage effectively of this trend toward consolidation. The trend in our industry toward consolidation could make it more difficult for us to maintain operating margins and could also increase competition for our potential acquisition targets and result in higher purchase price multiples. Furthermore, as our industrial and construction customers face increased foreign competition and potentially lose business to foreign competitors or shift their operations overseas in an effort to reduce expenses, we may face increased difficulty in growing and maintaining our market share and growth prospects in these markets.

The loss of any of our significant customers could adversely affect our financial condition.

        Our ten largest customers generated approximately 12.2% of our Net sales in fiscal 2018. We cannot guarantee that we will maintain or improve our relationships with these customers or that we will continue to supply these customers at historical levels. During the past economic downturn, some of our customers reduced their operations. For example, some specialty construction customers exited or severely curtailed building activity in certain of our markets. There is no assurance that our customers will determine to increase their operations or return to historic levels. Any slowdown in the economy could have a significant adverse effect on our financial condition, operating results and cash flows.

        In addition, consolidation among customers could also result in a loss of some of our present customers to our competitors. The loss of one or more of our significant customers, a significant customer's decision to purchase our products in significantly lower quantities than they have in the past or deterioration in our relationship with any of our significant customers could significantly affect our financial condition, operating results and cash flows.

        Generally, our customers are not required to purchase any minimum amount of products from us. The contracts into which we have entered with most of our customers typically provide that we supply particular products or services for a certain period of time when and if ordered by the customer. Should our customers purchase our products in significantly lower quantities than they have in the past, such decreased purchases could have a material adverse effect on our financial condition, operating results and cash flows.

The majority of our Net sales are credit sales which are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the industry and geographic areas in which they operate, and the failure to collect monies owed from customers could adversely affect our financial condition.

        The majority of our Net sales volume in fiscal 2018 was facilitated through the extension of credit to our customers whose ability to pay is dependent, in part, upon the economic strength of the industry in the areas where they operate. Our business units offer credit to customers, either through unsecured credit that is based solely upon the creditworthiness of the customer, or secured credit for materials sold for a specific job where the security lies in lien rights associated with the material going into the job. The type of credit offered depends both on the financial strength of the customer and the nature

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of the business in which the customer is involved. End users, resellers and other non-contractor customers generally purchase more on unsecured credit than secured credit. The inability of our customers to pay off their credit lines in a timely manner, or at all, would adversely affect our financial condition, operating results and cash flows. Furthermore, our collections efforts with respect to non-paying or slow-paying customers could negatively impact our customer relations going forward.

        Because we depend on the creditworthiness of certain of our customers, if the financial condition of our customers declines, our credit risk could increase. Significant contraction in our markets, coupled with tightened credit availability and financial institution underwriting standards, could adversely affect certain of our customers. Should one or more of our larger customers declare bankruptcy, it could adversely affect the collectability of our accounts receivable, bad debt reserves and net income.

We are subject to competitive pricing pressure from our customers.

        Certain of our largest customers historically have exerted significant pressure on their outside suppliers to keep prices low because of their market share and their ability to leverage such market share in the highly fragmented building products supply industry. If we are unable to generate sufficient cost savings to offset any price reductions, our financial condition, operating results and cash flows may be adversely affected.

Future strategic transactions could impact our reputation, business, financial position, results of operations and cash flows, and we may not achieve the acquisition component of our growth strategy.

        We may pursue strategic transactions in the future, which could involve acquisitions or dispositions of businesses or assets. Any future strategic transaction could involve integration or implementation challenges, business disruption or other risks, or change our business profile significantly. Any inability on our part to successfully implement strategic transactions could have an adverse impact on our reputation, business, financial position, results of operations and cash flows. Any acquisition that we make may not provide us with the benefits that were anticipated when entering into such acquisition. Any future disposition transactions could also impact our business and may subject us to various risks, including failure to obtain appropriate value for the disposed businesses, post-closing claims being levied against us and disruption to our other businesses during the sale process or thereafter.

        In addition, although acquisitions may continue to be a component of our growth strategy, there can be no assurance that we will be able to continue to grow our business through acquisitions as we have done historically or that any businesses acquired will perform in accordance with expectations or that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove to be correct. Future acquisitions may result in the incurrence of debt and contingent liabilities, an increase in interest expense and amortization expense and significant charges relative to integration costs. Our strategy could be impeded if we do not identify suitable acquisition candidates, and our financial condition and results of operations will be adversely affected if we overpay for acquisitions.

        Acquisitions involve a number of special risks, including:

    problems implementing disclosure controls and procedures for the newly acquired business;

    unforeseen difficulties extending internal control over financial reporting and performing the required assessment at the newly acquired business;

    potential adverse short-term effects on operating results through increased costs or otherwise;

    diversion of management's attention and failure to recruit new, and retain existing, key personnel of the acquired business;

    failure to successfully implement infrastructure, logistics and systems integration;

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    our business growth could outpace the capability of our systems; and

    the risks inherent in the systems of the acquired business and risks associated with unanticipated events or liabilities, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

        In addition, we may not be able to obtain financing necessary to complete acquisitions on attractive terms or at all.

A range of factors may make our quarterly revenues and earnings variable.

        We have historically experienced, and in the future expect to continue to experience, variability in revenues and earnings on a quarterly basis. The factors expected to contribute to this variability include, among others: (i) the cyclical nature of some of the markets in which we compete, including the non-residential and residential construction markets, (ii) general economic conditions in the various local markets in which we compete, (iii) the pricing policies of our competitors, (iv) the production schedules of our customers and (v) the effects of the weather. These factors, among others, make it difficult to project our operating results on a consistent basis, which may affect the value of our securities.

The maintenance, repair and operations market and the non-residential and residential construction markets are seasonal and cyclical.

        Although weather patterns affect our operating results throughout the year, adverse weather historically has reduced construction and maintenance and repair activity in our first and fourth fiscal quarters. In contrast, our highest volume of Net sales historically has occurred in our second and third fiscal quarters. To the extent that hurricanes, severe storms, floods, other natural disasters or similar events occur in the geographic regions in which we operate, our business may be adversely affected. In addition, our business units experience seasonal variation as a result of the dependence of our customers on suitable weather to engage in construction, maintenance and renovation and improvement projects. For example, our Construction & Industrial business unit sells products used primarily in the non-residential and residential construction industry. Generally, during the winter months, construction activity declines due to inclement weather and shorter daylight hours. As a result, operating results for the business units that experience such seasonality may vary significantly from period to period. We anticipate that fluctuations from period to period will continue in the future.

        Disruptions at distribution centers or shipping ports, due to events such as work stoppages, as well as disruptions caused by tornadoes, hurricanes, blizzards and other storms and natural disasters from time to time, may affect our ability to both maintain key products in inventory and deliver products to our customers on a timely basis, which may in turn adversely affect our results of operations.

        In addition, the non-residential and residential construction markets are subject to cyclical market pressures. The length and magnitude of these cycles have varied over time and by market. Prices of the products we sell are historically volatile and subject to fluctuations arising from changes in supply and demand, national and international economic conditions, labor costs, competition, market speculation, government regulation and trade policies, as well as from periodic delays in the delivery of our products. We have a limited ability to control the timing and amount of changes to prices that we pay for our products. In addition, the supply of our products fluctuates based on available manufacturing capacity. A shortage of capacity, or excess capacity, in the industry can result in significant increases or declines in market prices for those products, often within a short period of time. Such price fluctuations can adversely affect our financial condition, operating results and cash flows.

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Fluctuating commodity prices may adversely impact our results of operations.

        The cost of steel, refrigerants, and other commodities used in the products we distribute can be volatile, including as a result of international trade policies and tariffs. Although we attempt to resist cost increases by our suppliers and to pass on increased costs to our customers, we are not always able to do so quickly or at all. In addition, if prices decrease for commodities used in products we distribute, we may have inventories purchased at higher prices than prevailing market prices. Significant fluctuations in the cost of the commodities used in products we distribute have in the past adversely affected, and in the future may adversely affect, our results of operations and financial condition.

If petroleum prices increase, our results of operations could be adversely affected. Conversely, prolonged weakness in the oil and gas industry could negatively impact our financial condition, results of operations and cash flows.

        Petroleum prices have fluctuated significantly in recent years. Prices and availability of petroleum products are subject to political, economic and market factors that are outside our control. Political events in petroleum-producing regions as well as hurricanes and other weather-related events may cause the price of fuel to increase. Within our business units, we deliver products to our customers via our own trucks as well as third-party carriers. Our operating profit will be adversely affected if we are unable to obtain the fuel we require or to fully offset the anticipated impact of higher fuel prices through increased prices or fuel surcharges to our customers. Besides passing fuel costs on to customers, we have not entered into any hedging arrangements that protect against fuel price increases, and we do not have any long-term fuel purchase contracts. If shortages occur in the supply of necessary petroleum products and we are not able to pass along the full impact of increased petroleum prices to our customers, our results of operations would be adversely affected.

        A number of our branch locations serve customers that are either direct or indirect participants in the oil and gas industry. Additionally, a number of our branch locations are also geographically located in or near areas where the oil and gas industry is a significant component of the overall local economy, such as in Texas and in the various shale gas producing regions within the U.S. and Canada. If the prices of oil and gas remain relatively low and our customers are negatively impacted, then our customers' demand for our products and services could also be negatively impacted which would have an adverse effect on our financial condition, results of operations and cash flows.

Product shortages may impair our operating results.

        Our ability to offer a wide variety of products to our customers is dependent upon our ability to obtain adequate product supply from manufacturers or other suppliers. Generally, our products are obtainable from various sources and in sufficient quantities. However, the loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of our key supplier agreements, could adversely impact our financial condition, operating results and cash flows. In addition, supply interruptions could arise from shortages of raw materials (including petroleum products), labor disputes or weather conditions affecting products or shipments, transportation disruptions, adjustments to our inventory levels or other factors within and beyond our control.

        Short- and long-term disruptions in our supply chain would result in a need to maintain higher inventory levels as we replace similar product, a higher cost of product and ultimately a decrease in our Net sales and profitability. A disruption in the timely availability of our products by our key suppliers would result in a decrease in our revenues and profitability. Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. Failure by our suppliers to continue to supply us with products on commercially reasonable terms, or at all, would put pressure on our operating margins and have a material adverse effect on our financial condition, operating results and cash flows. Short-term changes in the cost of these materials,

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some of which are subject to significant fluctuations, are sometimes, but not always passed on to our customers. Our inability to pass on material price increases to our customers could adversely impact our financial condition, operating results and cash flows.

We rely on third-party suppliers and long supply chains, and if we fail to identify and develop relationships with a sufficient number of qualified suppliers, or if there is a significant interruption in our supply chains, our ability to timely and efficiently access products that meet our standards for quality could be adversely affected.

        We buy our products and supplies from suppliers located throughout the world. These suppliers manufacture and source products from the United States and abroad. Our ability to identify and develop relationships with qualified suppliers who can satisfy our standards for quality and our need to access products and supplies in a timely and efficient manner is a significant challenge. We may be required to replace a supplier if their products do not meet our quality or safety standards. In addition, our suppliers could discontinue selling products at any time for reasons that may or may not be in our control or the suppliers' control. Our operating results and inventory levels could suffer if we are unable to promptly replace a supplier who is unwilling or unable to satisfy our requirements with a supplier providing similar products. Our suppliers' ability to deliver products may also be affected by financing constraints caused by credit market conditions, which could negatively impact our revenue and cost of products sold, at least until alternate sources of supply are arranged.

        In addition, since some of the products that we distribute are produced in foreign countries, we are dependent on long supply chains for the successful delivery of many of our products. The length and complexity of these supply chains make them vulnerable to numerous risks, many of which are beyond our control, which could cause significant interruptions or delays in delivery of our products. Factors such as political instability, the financial instability of suppliers, suppliers' noncompliance with applicable laws, trade restrictions, labor disputes, currency fluctuations, changes in tariff or import policies, severe weather, terrorist attacks and transport capacity and cost may disrupt these supply chains and our ability to access products and supplies. For example, if the government of China were to reduce or withdraw the tax benefits provided to our Chinese suppliers, the cost of some of our products may increase and our margins could be reduced. We expect more of our products will be imported in the future, which will further increase these risks. If we increase the percentage of our products that are sourced from lower-cost countries, these risks will be amplified. Moreover, these risks will be amplified by our ongoing efforts to consolidate our supplier base across our business units. A significant interruption in our supply chains caused by any of the above factors could result in increased costs or delivery delays and result in a decrease in our Net sales and profitability.

New trade policies could make sourcing product from foreign countries more difficult and more costly.

        We source a significant amount of our products from outside of the United States. Considerable political uncertainty exists in the United States and abroad that could result in changes to the national and international trade policies around which we have built our sourcing practices and operations. Given our significant investment in our sourcing and logistics operations and infrastructure, as well as our reliance upon non-domestic suppliers, any significant changes to the United States trade policies (and those of other countries in response) may cause a material adverse effect on our ability to source products from other countries or significantly increase the costs of obtaining such products, which could result in a material adverse effect on our financial results. For example, in March 2018, the current presidential administration imposed tariffs of 25 percent on steel imports and 10 percent on aluminum imports. These tariffs apply to imported steel and aluminum products from most of the world. In addition, the current presidential administration imposed additional tariffs of 25 percent on many Chinese-origin goods effective July 6, 2018 and August 23, 2018, and imposed additional tariffs of 10 percent on a substantial number of additional Chinese-origin goods ("List 3 Products") effective

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September 24, 2018 (the 10 percent tariff was originally scheduled to increase to 25 percent on January 1, 2019 and rescheduled to March 2, 2019, but was delayed indefinitely by the administration pending further discussions with the Chinese government). Further, the current presidential administration has indicated that it may impose additional tariffs on Chinese-origin goods and foreign-origin goods from countries other than China not already subject to additional tariffs in the near future. As a result, the cost of some of our products may increase and our margins could be reduced.

We have substantial fixed costs and, as a result, our operating income is sensitive to changes in our Net sales.

        A significant portion of our expenses are fixed costs (including personnel), which do not fluctuate with Net sales. Consequently, a percentage decline in our Net sales could have a greater percentage effect on our operating income if we do not act to reduce personnel or take other cost reduction actions. Any decline in our Net sales would cause our profitability to be adversely affected. Moreover, a key element of our strategy is managing our assets, including our substantial fixed assets, more effectively, including through sales or other disposals of excess assets. Our failure to rationalize our fixed assets in the time, and within the costs, we expect could have an adverse effect on our results of operations and financial condition.

A change in our product mix could adversely affect our results of operations.

        Our results may be affected by a change in our product mix. Our outlook, budgeting and strategic planning assume a certain product mix of sales. If actual results vary from this projected product mix of sales, our financial results could be negatively impacted.

The development of alternatives to distributors in the supply chain could cause a decrease in our sales and operating results and limit our ability to grow our business.

        Our customers could begin fulfilling more of their product needs directly from manufacturers, which would result in decreases in our Net sales and earnings. Our suppliers could invest in infrastructure to expand their own local sales force and sell more products directly to our customers, which also would negatively impact our business.

        In addition to these factors, our customers may elect to establish their own building products manufacturing and distribution facilities, or give advantages to manufacturing or distribution intermediaries in which they have an economic stake. These changes in the supply chain could adversely affect our financial condition, operating results and cash flows.

Because our business is working capital intensive, we rely on our ability to manage our product purchasing and customer credit policies.

        Our operations are working capital intensive, and our inventories, accounts receivable and accounts payable are significant components of our net asset base. We manage our inventories and accounts payable through our purchasing policies and our accounts receivable through our customer credit policies. If we fail to adequately manage our product purchasing or customer credit policies, our working capital and financial condition may be adversely affected.

Anti-terrorism measures and other disruptions to the transportation network could impact our distribution system and our operations.

        Our ability to provide efficient distribution of products to our customers is an integral component of our overall business strategy. In the aftermath of terrorist attacks in the United States, federal, state and local authorities have implemented and continue to implement various security measures that affect many parts of the transportation network in the United States and abroad. Our customers typically need quick delivery and rely on our on-time delivery capabilities. If security measures disrupt or impede the timing of our deliveries, we may fail to meet the needs of our customers, or may incur increased expenses to do so.

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The implementation of our technology initiatives could disrupt our operations in the near term, and our technology initiatives might not provide the anticipated benefits or might fail.

        We have made, and will continue to make, significant technology investments in each of our business units and in our administrative functions. Our technology initiatives are designed to streamline our operations to allow our associates to continue to provide high quality service to our customers and to provide our customers a better experience, while improving the quality of our internal control environment. The cost and potential problems and interruptions associated with the implementation of our technology initiatives could disrupt or reduce the efficiency of our operations in the near term. In addition, our new or upgraded technology might not provide the anticipated benefits, it might take longer than expected to realize the anticipated benefits or the technology might fail altogether.

Interruptions in the proper functioning of our information technology, or "IT" systems, including from cybersecurity threats, could disrupt operations and cause unanticipated increases in costs or decreases in revenues, or both.

        We use our information systems to, among other things, manage inventories and accounts receivable, make purchasing decisions, manage our manufacturing operations and monitor our results of operations, and process, transmit and store sensitive electronic data, including employee, supplier and customer records. As a result, the proper functioning of our IT systems is critical to the successful operation of our business. Our information systems include proprietary systems developed and maintained by us. In addition, we depend on IT systems of third parties, such as suppliers, retailers and OEMs to, among other things, market and distribute products, develop new products and services, operate our website, host and manage our services, store data, process transactions, respond to customer inquiries and manage inventory and our supply chain. Although our IT systems are protected through physical and software safeguards and remote processing capabilities exist, our IT systems or those of third parties upon whom we depend are still vulnerable to natural disasters, power losses, unauthorized access, telecommunication failures and other problems. Despite our policies, procedures and programs designed to ensure the integrity of our IT systems, we may not be effective in identifying and mitigating every risk to which we are exposed. Furthermore, from time to time we rely on information technology systems which may be managed, hosted, provided and/or accessed by third parties or their vendors, to assist in conducting our business. Such relationships and access may create difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after a breach. If critical proprietary or third-party IT systems fail or are otherwise unavailable, including as a result of system upgrades and transitions, our ability to process orders, track credit risk, identify business opportunities, maintain proper levels of inventories, collect accounts receivable, pay expenses and otherwise manage our business would be adversely affected.

        Cybersecurity incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, collecting ransoms, corrupting data, or causing operational disruption. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data (either directly or through our vendors and customers), denial of service attacks and other electronic security breaches. Despite our security measures, our IT systems and infrastructure or those of our third parties may be vulnerable to such cybersecurity incidents. The result of these incidents could include, but are not limited to, disrupted operations, misstated or misappropriated financial data, theft of our intellectual property or other confidential information (including of our customers, suppliers and employees), liability for stolen assets or information, increased cybersecurity protection costs and reputational damage adversely affecting customer or investor confidence. In addition, if any information about our customers, including payment information, were the subject of a successful cybersecurity attack against us, we could be subject to litigation or other claims by the affected customers or by governments

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enforcing data privacy regulations. Such claims may result in significant sanctions, monetary costs or other harm to us. Furthermore, we have incurred costs and may incur significant additional costs in order to implement the security measures we feel are appropriate to protect our IT systems.

Our costs of doing business could increase as a result of changes in U.S. federal, state or local regulations.

        Our operations are principally affected by various statutes, regulations and laws in the 41 U.S. states and 6 Canadian provinces in which we operate. While we are not engaged in a regulated industry, we are subject to various laws applicable to businesses generally, including laws affecting land usage, zoning, the environment, health and safety, transportation, labor and employment practices, competition, immigration and other matters. Additionally, building codes may affect the products our customers are allowed to use, and consequently, changes in building codes may affect the salability of our products. Changes in U.S. federal, state or local regulations governing the sale of some of our products could increase our costs of doing business. In addition, changes to U.S. federal, state and local tax regulations could increase our costs of doing business. We cannot provide assurance that we will not incur material costs or liabilities in connection with regulatory requirements.

        We deliver products to many of our customers through our own fleet of vehicles. The U.S. Department of Transportation (the "DOT") regulates our operations in domestic interstate commerce. We are subject to safety requirements governing interstate operations prescribed by the DOT. Vehicle dimensions and driver hours of service also remain subject to both federal and state regulation. More restrictive limitations on vehicle weight and size, trailer length and configuration, or driver hours of service could increase our costs, which, if we are unable to pass these cost increases on to our customers, would reduce our gross margins, increase our Selling, general and administrative expenses and reduce our Net income (loss).

        We cannot predict whether future developments in law and regulations concerning our business units will affect our business, financial condition and results of operations in a negative manner. Similarly, we cannot assess whether our business units will be successful in meeting future demands of regulatory agencies in a manner which will not materially adversely affect our business, financial condition or results of operations.

The nature of our business exposes us to construction defect and product liability claims as well as other legal proceedings.

        We rely on manufacturers and other suppliers to provide us with the products we sell and distribute. As we do not have direct control over the quality of the products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality of the products we distribute and install. It is possible that inventory from a manufacturer or supplier could be sold to our customers and later be alleged to have quality problems or to have caused personal injury, subjecting us to potential claims from customers or third parties. We have been subject to such claims in the past, which have been resolved without material financial impact. From time to time, we are involved in construction defect and product liability claims relating to our various construction trades and the products we distribute and manufacture and relating to products we have installed. In certain situations, we have undertaken to voluntarily remediate any defects, which can be a costly measure. We also operate a large fleet of trucks and other vehicles and therefore face the risk of traffic accidents.

        While we currently maintain insurance coverage to address a portion of these types of liabilities, we cannot make assurances that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims. Further, while we seek indemnification against potential liability for product liability claims from relevant parties, including but not limited to manufacturers and suppliers, we cannot guarantee that we will be able to recover under such indemnification agreements. Moreover, if we increase the number of

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private label products we distribute, our exposure to potential liability for products liability claims may increase. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome. An unsuccessful product liability defense could be highly costly and accordingly result in a decline in profitability. In addition, uncertainties with respect to the Chinese legal system may adversely affect us in resolving claims arising from our proprietary brand products manufactured in China. Because many laws and regulations are relatively new and the Chinese legal system is still evolving, the interpretations of many laws, regulations and rules are not always uniform. Finally, even if we are successful in defending any claim relating to the products we distribute, claims of this nature could negatively impact customer confidence in our products and our Company.

        From time to time, we are also involved in government inquiries and investigations, as well as class action, consumer, employment and tort proceedings, and other litigation. We cannot predict with certainty the outcomes of these legal proceedings and other contingencies, including environmental remediation and other proceedings commenced by government authorities. The outcome of some of these legal proceedings and other contingencies could require us to take, or refrain from taking, actions which could adversely affect our operations or could require us to pay substantial amounts of money. Additionally, defending against these lawsuits and proceedings may involve significant expense and diversion of management's attention and resources from other matters.

If we become subject to material liabilities under our self-insured programs, our financial results may be adversely affected.

        We provide workers' compensation, automobile and product/general liability coverage through a high deductible insurance program. In addition, we are self-insured for our health benefits and maintain per employee stop-loss coverage. Although we believe that we have adequate stop-loss coverage for catastrophic claims to cap the risk of loss, our results of operations and financial condition may be adversely affected if the number and severity of claims that are not covered by stop-loss insurance increases.

Our success depends upon our ability to attract, train and retain highly qualified associates and key personnel.

        To be successful, we must attract, train and retain a large number of highly qualified associates while controlling related labor costs. Our ability to control labor costs is subject to numerous external factors, including prevailing wage rates and health and other insurance costs. We compete with other businesses for these associates and invest significant resources in training and motivating them. There is no assurance that we will be able to attract or retain highly qualified associates in the future, including, in particular, those employed by companies we acquire. A very small proportion of our employees (within our recent acquisition of A.H. Harris Construction Supplies) are currently covered by collective bargaining or other similar labor agreements. Historically, the effects of collective bargaining and other similar labor agreements on us have not been significant. However, if our employees were to unionize, including in the wake of any future legislation that makes it easier for employees to unionize, the effect on us may be adverse. Any inability by us to negotiate acceptable new contracts under these collective bargaining arrangements could cause strikes or other work stoppages, and new contracts could result in increased operating costs. If any such strikes or other work stoppages occur, or if other employees become represented by a union, we could experience a disruption of our operations and higher labor costs. Labor relations matters affecting our suppliers of products and services could also adversely affect our business from time to time.

        In addition, our business results depend largely upon our chief executive officer and senior management team as well as our branch managers and sales personnel and their experience, knowledge of local market dynamics and specifications and long-standing customer relationships. We customarily

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sign employment letters providing for an agreement not to compete with key personnel of companies we acquire in order to maintain key customer relationships and manage the transition of the acquired business. Our inability to retain or hire qualified branch managers or sales personnel at economically reasonable compensation levels would restrict our ability to grow our business, limit our ability to continue to successfully operate our business and result in lower operating results and profitability.

Fluctuations in foreign currency exchange rates may significantly reduce our revenues and profitability.

        As an industrial distributor of manufactured products, our profitability is tied to the prices we pay to the manufacturers from which we purchase our products. Some of our suppliers price their products in currencies other than the U.S. dollar or incur costs of production in non-U.S. currencies. Accordingly, depreciation of the U.S. dollar against foreign currencies increases the prices we pay for these products. Even short-term currency fluctuations could adversely impact revenues and profitability if we are unable to pass higher supply costs on to our customers. Our delayed ability to pass on material price increases to our customers could adversely impact our financial condition, operating results and cash flows.

If we are unable to protect our intellectual property rights, or we infringe on the intellectual property rights of others, our ability to compete could be negatively impacted.

        Our ability to compete effectively depends, in part, upon our ability to protect and preserve proprietary aspects of our intellectual property, including our trademarks and customer lists. The use of our intellectual property or similar intellectual property by others could adversely impact our ability to compete, cause us to lose Net sales or otherwise harm our business. If it became necessary for us to resort to litigation to protect these rights, any proceedings could be burdensome and costly, and we may not prevail.

        Also, we cannot be certain that the products that we sell do not and will not infringe issued patents or other intellectual property rights of others. Further, we are subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of the trademarks, patents and other intellectual property rights of third parties by us or our customers in connection with their use of the products that we distribute. Should we be found liable for infringement, we (or our suppliers) may be required to enter into licensing agreements (if available on acceptable terms or at all) or pay damages and cease making or selling certain products. Moreover, we may need to redesign or sell different products to avoid future infringement liability. Any of the foregoing could cause us to incur significant costs, prevent us from selling our products or negatively impact our ability to compete.

Income tax payments may ultimately differ from amounts currently recorded by us. Future tax law changes may materially increase our prospective income tax expense.

        We are subject to income taxation in many jurisdictions in the U.S. as well as foreign jurisdictions. Judgment is required in determining our worldwide income tax provision and, accordingly, there are many transactions and computations for which our final income tax determination is uncertain. We are routinely audited by income tax authorities in many tax jurisdictions. Although we believe the recorded tax estimates are reasonable, the ultimate outcome from any audit (or related litigation) could be materially different from amounts reflected in our income tax provisions and accruals. Future settlements of income tax audits may have a material effect on earnings between the period of initial recognition of tax estimates in the financial statements and the point of ultimate tax audit settlement. Additionally, it is possible that future income tax legislation and/or import tariffs or border adjustment proposals in any jurisdiction to which we are subject may be enacted that could have a material impact on our worldwide income tax provision beginning with the period that such legislation becomes effective.

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Our NOL carryforwards could be limited if we experience an ownership change as defined in the Internal Revenue Code.

        As of February 3, 2019, we had U.S. federal NOL carryforwards of $218 million ($46 million on a tax-effected basis). Such NOL carryforwards begin to expire in fiscal 2034. We also have significant state NOL carryforwards, which expire in various years through fiscal 2038. Our ability to deduct these NOL carryforwards against future taxable income is contingent on the generation of future taxable income in the jurisdiction of the prior NOL. Additionally, our ability to deduct NOL carryforwards could be limited if we experience an "ownership change," as defined in Section 382 of the Internal Revenue Code of 1986, as amended. In general, an ownership change may result from transactions increasing the aggregate direct or indirect ownership of certain persons (or groups of persons) in our stock by more than 50 percentage points over a testing period (generally three years). Future direct or indirect changes in the ownership of our common stock, including sales or acquisitions of our common stock by stockholders and purchases and issuances of our common stock by us, some of which are not in our control, could result in an ownership change. Any resulting limitation on the use of our NOL carryforwards could result in the payment of taxes above the amounts currently anticipated and have a negative effect on our future results of operations and financial position.

We may not be able to identify new products and new product lines and integrate them into our distribution network, which may impact our ability to compete.

        Our business depends in part on our ability to identify future products and product lines that complement existing products and product lines and that respond to our customers' needs. We may not be able to compete effectively unless our product selection keeps up with trends in the markets in which we compete or trends in new products. In addition, our ability to integrate new products and product lines into our distribution network could impact our ability to compete. Furthermore, the success of new products and new product lines will depend on market demand and there is a risk that new products and new product lines will not deliver expected results, which could negatively impact our future sales and results of operations. Our expansion into new markets may present competitive, distribution and regulatory challenges that differ from current ones. We may be less familiar with the target customers and may face different or additional risks, as well as increased or unexpected costs, compared to existing operations. Growth into new markets may also bring us into direct competition with companies with whom we have little or no past experience as competitors. To the extent we are reliant upon expansion into new geographic, industry and product markets for growth and do not meet the new challenges posed by such expansion, our future sales growth could be negatively impacted, our operating costs could increase, and our business operations and financial results could be negatively affected.

We could incur significant costs in complying with environmental, health and safety laws or permits or as a result of satisfying any liability or obligation imposed under such laws or permits.

        Our operations are subject to various federal, state, local and foreign environmental, health and safety laws and regulations. Among other things, these laws regulate the emission or discharge of materials into the environment, govern the use, storage, treatment, disposal and management of hazardous substances and wastes, protect the health and safety of our employees and the end users of our products, regulate the materials used in and the recycling of products and impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances. Violations of these laws and regulations or non-compliance with any conditions contained in any environmental permit can result in substantial fines or penalties, injunctive relief, requirements to install pollution or other controls or equipment, civil and criminal sanctions, permit revocations and/or facility shutdowns. We could be held liable for the costs to address contamination of any real property we have ever owned, operated or used as a disposal site. We could also incur fines,

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penalties, sanctions or be subject to third-party claims for property damage, personal injury or nuisance or otherwise as a result of violations of or liabilities under environmental laws in connection with releases of hazardous or other materials. In addition, changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination, or the imposition of other environmental liabilities or obligations in the future, including additional investigation or other obligations with respect to any potential health hazards of our products or business activities or the imposition of new permit requirements, may lead to additional compliance or other costs that could have material adverse effect on our business, financial condition or results of operations.

We may be affected by global climate change or by legal, regulatory or market responses to such potential change.

        Concern over climate change, including the impact of global warming, has led to significant federal, state, and international legislative and regulatory efforts to limit greenhouse gas ("GHG") emissions. For example, over the past several years, the U.S. Congress has considered various bills that would regulate GHG emissions. While these bills have not yet received sufficient Congressional support for enactment, some form of federal climate change legislation could be possible in the future. Even in the absence of such legislation, the Environmental Protection Agency, spurred by judicial interpretation of the Clean Air Act, may regulate GHG emissions, especially diesel engine emissions, and this could impose substantial costs on us. These costs include an increase in the cost of the fuel and other energy we purchase and capital costs associated with updating or replacing our internal fleet of trucks and other vehicles prematurely. In addition, new laws or future regulation could directly and indirectly affect our customers and suppliers (through an increase in the cost of production or their ability to produce satisfactory products) and our business (through the impact on our inventory availability, cost of sales, operations or demands for the products we sell). Until the timing, scope and extent of any future regulation becomes known, we cannot predict its effect on our cost structure or our operating results. Notwithstanding our dedication to being a responsible corporate citizen, it is reasonably possible that such legislation or regulation could impose material costs on us. Moreover, even without such legislation or regulation, increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies involved in the transportation of goods could harm our reputation and reduce customer demand for our products and services.

Our failure to maintain effective disclosure controls and procedures and internal control over financial reporting could adversely affect our business, financial position and results of operations.

        We are required to evaluate the effectiveness of our disclosure controls and procedures and internal control over financial reporting on a periodic basis and publicly disclose the results of these evaluations and related matters, in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These reporting and other obligations place significant additional demands on our management and administrative and operational resources, including our accounting resources, which could adversely affect our operations among other things. To comply with these requirements, we have upgraded, and are continuing to upgrade, our systems, including information technology, and we have implemented additional financial and management controls, reporting systems and procedures. We cannot be certain that we will be successful in maintaining adequate control over our financial reporting and financial processes. Furthermore, as we grow our business both organically and through acquisition, our disclosure controls and procedures and internal control over financial reporting will become more complex, and we may require significantly more resources to ensure that these controls and procedures remain effective. If we are unable to continue upgrading our financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, additional management and other resources of the Company may need to be devoted to assist in compliance with the disclosure and financial reporting requirements and other rules that apply to reporting companies, which could adversely affect our business, financial position and results of operations.

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Future changes in financial accounting standards may significantly change our reported results of operations.

        The accounting principles generally accepted in the United States of America ("GAAP") are subject to interpretation by the Financial Accounting Standards Board ("FASB"), the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change. For example, in February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which requires companies to recognize all leases as assets and liabilities for the rights and obligations created by leased assets on our consolidated balance sheet. We will adopt ASU 2016-02 in the first quarter of fiscal 2019 and anticipate recording right-of-use assets of approximately $430 million and lease liabilities of approximately $450 million.

        Additionally, our assumptions, estimates and judgments related to complex accounting matters could significantly affect our financial results. GAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, including, but not limited to, revenue recognition, impairment of long-lived assets, leases and related economic transactions, intangibles, self-insurance, income taxes, property and equipment, litigation and stock-based compensation are highly complex and involve many subjective assumptions, estimates and judgments by us. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by us (i) could require us to make changes to our accounting systems to implement these changes that could increase our operating costs and (ii) could significantly change our reported or expected financial performance.


Risks Relating to Our Indebtedness

We have substantial debt and may incur substantial additional debt, which could adversely affect our financial health, reduce our profitability, limit our ability to obtain financing in the future and pursue certain business opportunities and reduce the value of your investment.

        As of February 3, 2019, we had an aggregate principal amount of $2,140 million of outstanding debt, net of unamortized discounts and unamortized deferred financing costs of $4 million and $21 million, respectively. In fiscal 2018, we incurred $130 million of interest expense.

        The amount of our debt or such other obligations could have important consequences for holders of our common stock, including, but not limited to:

    a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes;

    our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes and other purposes may be impaired in the future;

    we are exposed to the risk of increased interest rates because a portion of our borrowings is at variable rates of interest;

    we may be at a disadvantage compared to our competitors with less debt or with comparable debt at more favorable terms and that, as a result, may be better positioned to withstand economic downturns;

    our ability to refinance indebtedness may be limited or the associated costs may increase;

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    our ability to engage in acquisitions without raising additional equity or obtaining additional debt financing may be impaired in the future;

    it may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on and acceleration of such indebtedness;

    we may be more vulnerable to general adverse economic and industry conditions; and

    our flexibility to adjust to changing market conditions and our ability to withstand competitive pressures could be limited, or we may be prevented from making capital investments that are necessary or important to our operations in general, growth strategy and efforts to improve operating margins of our business units.

        If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or refinance our debt. We cannot make assurances that we will be able to refinance our debt on terms acceptable to us, or at all. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

        We cannot make assurances that we will be able to refinance any of our indebtedness, or obtain additional financing, particularly because of our current debt levels and the debt incurrence restrictions imposed by the agreements governing our debt, as well as prevailing market conditions. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The credit agreements governing our Senior Credit Facilities and the indenture governing our outstanding notes restrict our ability to dispose of assets and how we use the proceeds from any such dispositions. We cannot make assurances that we will be able to consummate those dispositions, or if we do, what the timing of the dispositions will be or whether the proceeds that we realize will be adequate to meet our debt service obligations when due.

Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition.

        We may be able to incur significant additional indebtedness in the future, including secured debt. Although the agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness, including obligations under lease arrangements that are currently recorded as operating leases even if operating leases were to be treated as debt under future GAAP. In addition, the Senior ABL Facility provides a commitment of up to $1,000 million subject to a borrowing base. As of February 3, 2019, we were able to borrow an additional $558 million under the Senior ABL Facility. If new debt is added to our current debt levels, the related risks that we now face could intensify.

The agreements and instruments governing our debt contain restrictions and limitations that could significantly impact our ability to operate our business and adversely affect the holders of our common stock.

        Our Senior ABL Facility and our Term Loan Facility contain covenants that, among other things, restrict or limit our subsidiaries' ability to:

    dispose of assets;

    incur additional indebtedness (including guarantees of additional indebtedness);

    prepay or amend our various debt instruments;

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    pay dividends and make certain payments;

    create liens on assets;

    engage in certain asset sales, mergers, acquisitions, consolidations or sales of all, or substantially all, of our assets;

    engage in certain transactions with affiliates; and

    permit consensual restrictions on our subsidiaries' ability to pay dividends.

        The indentures governing our outstanding notes contain restrictive covenants that, among other things, limit the ability of our subsidiaries to:

    incur additional debt;

    make certain investments;

    create liens;

    transfer or sell assets; and

    merge or consolidate with other companies.

        Our ability to comply with the covenants and restrictions contained in the Senior Credit Facilities and the indenture governing our outstanding notes may be affected by economic, financial and industry conditions beyond our control. The breach of any of these covenants or restrictions could result in a default under either the Senior Credit Facilities or the indenture governing our outstanding notes that would permit the applicable lenders or noteholders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay indebtedness, lenders having secured obligations, such as the lenders under the Senior Credit Facilities, could proceed against the collateral securing the secured obligations. This could have serious consequences to our financial condition and results of operations and could cause us to become bankrupt or insolvent.

We may have future capital needs and may not be able to obtain additional financing on acceptable terms.

        Although we believe that our current cash position and the additional committed funding available under our Senior ABL Facility is sufficient for our current operations, any reductions in our available borrowing capacity, or our inability to renew or replace our debt facilities, when required or when business conditions warrant, could have a material adverse effect on our business, financial condition and results of operations. The economic conditions, credit market conditions and economic climate affecting our industry, as well as other factors, may constrain our financing abilities. Our ability to secure additional financing, if available, and to satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, the availability of credit generally, economic conditions and financial, business and other factors, many of which are beyond our control. The market conditions and the macroeconomic conditions that affect our industry could have a material adverse effect on our ability to secure financing on favorable terms, if at all.

        We may be unable to secure additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial obligations under the indebtedness outstanding from time to time. Furthermore, if financing is not available when needed, or is available on unfavorable terms, we may be unable to take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could

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suffer significant dilution in their percentage ownership of the Company, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock.

Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability.

        A significant portion of our outstanding debt, including under the Senior Credit Facilities, bears interest at variable rates. As a result, increases in interest rates would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. Such an effect may occur from changes in regulatory standards or industry practices, such as the contemplated transition away from the London Interbank Offered Rate (LIBOR) as a benchmark reference for short-term interests. Such a transition may result in the usage of a higher reference rate for our variable rate debt. After giving effect to our interest rate swap agreement, each one percentage point increase in interest rates on our variable-rate debt would increase our annual forecasted interest expense by approximately $7 million based on balances as of February 3, 2019. Assuming all revolving loans were fully drawn, and after giving effect to our interest rate swap agreement, each one percentage point increase in interest rates would result in a $13 million increase in annual cash interest expense on our Senior Credit Facilities. The impact of increases in interest rates could be more significant for us than it would be for some other companies because of our substantial indebtedness.

We may not be able to repurchase our existing notes upon a change of control.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes until such notes are redeemed in full. Additionally, under the Term Loan Facility and the Senior ABL Facility, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the respective agreements and terminate their commitments to lend. We may not be able to satisfy the obligations upon a change of control because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay our other indebtedness that will become due. Consequently, we may require additional financing from third parties to fund any such purchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase our existing notes may be limited by law. In order to avoid the obligations to repurchase our existing notes and events of default and potential breaches of the credit agreement governing the Term Loan Facility, and the credit agreement governing the Senior ABL Facility, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.


Risks Relating to Our Common Stock

Holdings is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to buy back capital stock and make future dividend payments, if any.

        Our operations are conducted almost entirely through our subsidiaries and our ability to generate cash to meet our debt service obligations, to buy back capital stock and to pay dividends is highly dependent on the earnings and the receipt of funds from our subsidiaries via dividends or intercompany loans. Historically, we have not declared or paid dividends on our common stock. However, to the extent that we determine in the future to pay dividends on our common stock, our Senior Credit Facilities significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

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Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

        Our amended and restated certificate of incorporation and amended and restated by-laws include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our amended and restated certificate of incorporation and amended and restated by-laws:

    authorize the issuance of "blank check" preferred stock that could be issued by our Board of Directors to thwart a takeover attempt;

    provide that vacancies on our Board of Directors, including newly-created directorships, may be filled only by a majority vote of directors then in office;

    prohibit stockholders from calling special meetings of stockholders;

    prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders;

    establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

    require the approval of holders of at least 75% of the outstanding shares of our voting common stock to amend our amended and restated by-laws and certain provisions of our amended and restated certificate of incorporation.

        These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future.

        Our amended and restated certificate of incorporation and amended and restated by-laws may also make it difficult for stockholders to replace or remove our management. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

We may not determine to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

        We may not declare and pay dividends on our common stock in the near future. In the absence of a dividend, the success of an investment in shares of our common stock would depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

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ITEM 2.    PROPERTIES

Properties

        As of February 3, 2019, we had a network of approximately 310 locations, of which approximately 10 were owned and 300 were leased. We generally prefer to lease our locations, as it provides the flexibility to expand or relocate our sites as needed to serve evolving markets. Our leased locations comprise approximately 14 million square feet while our owned locations comprise approximately 690,000 square feet. Our leases typically have an initial term that ranges from 3 to 7 years, and the leases usually provide for the option to renew. In February 2018, we began leasing a newly-constructed leadership development and headquarters facility in Atlanta, Georgia. On February 4, 2019, we purchased this leadership development and headquarters facility, which is approximately 220,000 square feet. In addition, we lease approximately 110,000 square feet of corporate office space in Orlando, Florida. We believe our locations meet our current needs and that additional locations will be available as we expand in the future.

ITEM 3.    LEGAL PROCEEDINGS

        On July 10, 2017 and August 8, 2017, shareholders filed putative class action complaints in the U.S. District Court for the Northern District of Georgia, alleging that HD Supply and certain senior members of its management (collectively, the "securities litigation defendants") made certain false or misleading public statements in violation of the federal securities laws between November 9, 2016 and June 5, 2017, inclusive. Subsequently, the two securities cases were consolidated, and, on November 16, 2017, the lead plaintiffs appointed by the Court filed a Consolidated Amended Class Action Complaint (the "Amended Complaint") against the securities litigation defendants on behalf of all persons other than the securities litigation defendants who purchased or otherwise acquired the Company's common stock between November 9, 2016 and June 5, 2017, inclusive. The Amended Complaint alleges that the securities litigation defendants made certain false or misleading public statements, primarily relating to the Company's progress in addressing certain supply chain disruption issues encountered in the Company's Facilities Maintenance business unit. The Amended Complaint asserts claims against the securities litigation defendants under Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5, and seeks class certification under the Federal Rules of Civil Procedure, as well as unspecified monetary damages, pre-judgment and post-judgment interest, and attorneys' fees and other costs. On September 19, 2018, the Court granted in part and denied in part the securities litigation defendants' motion to dismiss. The matter is now in discovery.

        On August 8, 2017, two shareholder derivative complaints were filed naming the Company as a "nominal defendant" and certain members of its senior management and board of directors (collectively, the "2017 action individual defendants") as defendants. The complaints generally allege that the 2017 action individual defendants caused the Company to issue false and misleading statements concerning the Company's business, operations, and financial prospects, including misrepresentations regarding operating leverage and supply chain corrective actions. The complaints assert claims against the 2017 action individual defendants under Section 14(a) of the Exchange Act, and allege breaches of fiduciary duties, unjust enrichment, corporate waste, and insider selling. The complaints assert a claim to recover any damages sustained by the Company as a result of the 2017 action individual defendants' allegedly wrongful actions, seek certain actions by the Company to modify its corporate governance and internal procedures, and seek to recover attorneys' fees and other costs. On October 22, 2018, upon joint motion of the parties, the Court entered an order conditionally staying the proceedings and administratively closing the matter until after any summary judgment motion filed related to the Amended Complaint is adjudicated.

        On August 29, 2018, a shareholder derivative complaint was filed in Delaware Chancery Court naming the Company as a "nominal defendant" and certain members of its senior management and

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board of directors (collectively, the "2018 action individual defendants") as defendants. The complaint generally alleges that the 2018 action individual defendants caused the Company to issue false and misleading statements concerning the Company's business, operations, and financial prospects, including misrepresentations regarding supply chain corrective actions. The complaint asserts various common law breach of fiduciary duty claims against the 2018 action individual defendants and claims of unjust enrichment and insider selling. The complaint seeks to recover any damages sustained by the Company as a result of the 2018 action individual defendants' allegedly wrongful actions, seeks certain actions by the Company to modify its corporate governance and internal procedures, and seeks to recover attorneys' fees and other costs. The 2018 action individual defendants moved to dismiss the complaint on November 2, 2018. On January 14, 2019, upon joint motion of the parties, the Court entered an order conditionally staying the proceedings until after any summary judgment motions filed relating to the Amended Complaint is adjudicated.

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

        HD Supply is involved in various legal proceedings arising in the normal course of its business. The Company establishes reserves for litigation and similar matters when those matters present loss contingencies that it determines to be both probable and reasonably estimable in accordance with ASC 450, "Contingencies." In the opinion of management, based on current knowledge, all reasonably estimable and probable matters are believed to be adequately reserved for or covered by insurance and are not expected to have a material adverse effect on the Company's consolidated financial condition, results of operations or cash flows. For all other matters management believes the possibility of losses from such matters is not probable, the potential loss from such matters is not reasonably estimable, or such matters are of such kind or involve such amounts that would not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company if disposed of unfavorably. For material matters with loss contingencies that are reasonably possible and reasonably estimable, including matters with loss contingencies that are probable and estimable but for which the amount that is reasonably possible is in excess of the amount that the Company has accrued for, management has estimated the aggregate range of potential loss as $0 to $10 million. If a material loss is probable or reasonably possible, and in either case estimable, the Company has considered it in the analysis and it is included in the discussion set forth above.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stock Exchange Information

        Holdings' common stock is listed on The NASDAQ Stock Market LLC ("NASDAQ"). As of March 11, 2019, there were approximately 19 holders of record and 296 restricted stock holders of Holdings' common stock. No dividends were declared during fiscal 2018 or fiscal 2017.

Holdings' common stock market prices*:

 
  First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 

Fiscal Year 2018

                         

High

  $ 39.38   $ 44.96   $ 45.94   $ 41.95  

Low

  $ 35.50   $ 38.12   $ 36.47   $ 35.62  

Fiscal Year 2017

                         

High

  $ 44.24   $ 41.89   $ 36.96   $ 40.22  

Low

  $ 39.06   $ 29.46   $ 30.06   $ 34.44  

*
Price as of close of business

Stock Performance Graph

        The graph below presents Holdings' cumulative total shareholder returns relative to the performance of the Standard & Poor's 500 Composite Stock Index and the Industrial Select Sector SPDR® Fund (XLI) for our fiscal 2014-2018 years. The graph assumes $100 invested at the opening price of Holdings' common stock on NASDAQ and each index on February 2, 2014 and assumes all

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dividends were reinvested on the date paid. The points on the graph represent fiscal year-end amounts based on the last trading day in each fiscal year.

GRAPHIC

 
  HD Supply
Holdings, Inc.
  S&P 500 Index   Industrial Select
SPDR® Fund (XLI)
 

February 2, 2014

  $ 100   $ 100   $ 100  

February 1, 2015

  $ 134   $ 114   $ 111  

January 31, 2016

  $ 122   $ 113   $ 104  

January 29, 2017

  $ 199   $ 137   $ 137  

January 28, 2018

  $ 185   $ 175   $ 175  

February 3, 2019

  $ 195   $ 168   $ 159  

Issuer Purchases of Equity Securities

        On November 30, 2018, the Company's Board of Directors authorized a new share repurchase program for the repurchase of up to an aggregate $500 million of its common stock. The Company will conduct repurchases under the share repurchase program in the open market and through broker-negotiated purchases in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act, and subject to market conditions, restrictive covenants contained in existing debt agreements, applicable legal requirements, and other relevant factors. This share repurchase program does not obligate the Company to acquire any particular amount of its common stock, and it may be terminated at any time at the Company's discretion. As of February 3, 2019, Holdings had repurchased approximately 3.3 million share at an average price of $37.84 per share under this share repurchase program.

        On August 25, 2017, Holdings' Board of Directors authorized the Company to enter into a share repurchase program for the repurchase of up to an aggregate amount of $500 million of Holdings' common stock in accordance with guidelines specified under Rule 10b5-1. Holdings completed the repurchase of all $500 million of common stock authorized under the share repurchase program in December 2018, purchasing approximately 13.3 million shares at an average price of $37.57 per share.

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        In fiscal 2014, Holdings' Board of Directors authorized a share repurchase program to be funded from cash proceeds received from exercises of employee stock options. This share repurchase program does not obligate Holdings to acquire any particular amount of common stock, and it may be terminated at any time at Holdings' discretion. During fiscal 2018, Holdings repurchased approximately 0.3 million shares at an average price of $40.22 per share.

        The number and average price of shares repurchased in each fiscal month of the fourth quarter of fiscal 2018 are set forth in the table below:


ISSUER PURCHASES OF EQUITY SECURITIES

Period
  Total
Number
of Shares
Purchased
  Average
Price Paid
per Share
  Total Number of
Shares Purchased as
Part of a Publicly
Announced Program
  Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs(1)
 

October 29 - November 25

    2,749,878   $ 38.12     2,749,878   $ 175,985,220  

November 26 - December 23

    4,065,691   $ 37.40     4,065,691   $ 524,244,252  

December 24 - February 3

    4,123,048   $ 37.58     4,123,048   $ 374,597,682 (2)

Total

    10,938,617   $ 37.65     10,938,617        

(1)
The total dollar value of shares that may yet be purchased increases by the amount of cash proceeds received from the exercise of employee stock options as they occur.

(2)
As of February 3, 2019, the approximate dollar value of shares that may yet be repurchased under the plans or programs is almost entirely comprised of available repurchases related to the $500 million share repurchase program authorized in November 2018.

HDS Securities

        There is no established public trading market for HDS's common stock. HDS had one record holder of common stock on February 3, 2019, and no equity securities of HDS are authorized for issuance under any equity compensation plan.

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ITEM 6.    SELECTED FINANCIAL DATA

        The selected consolidated financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited consolidated financial statements and related notes appearing elsewhere in this annual report on Form 10-K. Our consolidated financial information may not be indicative of our future performance.

        HDS has omitted the information required by this Item pursuant to General Instruction I to the Form 10-K.

        On March 5, 2018, HD Supply completed the acquisition of A.H. Harris Construction Supplies ("A.H. Harris"). In accordance with the acquisition method of accounting under Accounting Standards Codification ("ASC") ASC 805, Business Combinations, the results of the acquisition are reflected in the Company's consolidated financial statements from the date of acquisition forward. For additional information on the acquisition of A.H. Harris, see Note 2, Acquisitions in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data."

        In fiscal 2017, HD Supply sold its Waterworks business. In fiscal 2016, HD Supply sold its Interior Solutions business. In fiscal 2015, HD Supply sold its Power Solutions business. In fiscal 2014, HD Supply sold substantially all of the assets of its Hardware Solutions business and finalized the disposal of Litemor through liquidation. In accordance with ASC 205-20, Discontinued Operations, the results of the Waterworks, Interior Solutions, Power Solutions, Hardware Solutions, and Litemor operations and the gain/loss on disposition of the businesses are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations and gain/loss on the disposition of the businesses, net of tax, as one line item on the Consolidated Statements of Operations. All prior period Consolidated Statements of Operations have been revised to reflect this presentation. For additional information on the discontinued operations, see Note 3, Discontinued Operations in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data."

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Selected consolidated financial information

 
  Fiscal Year Ended  
 
  February 3,
2019
  January 28,
2018
  January 29,
2017
  January 31,
2016
  February 1,
2015
 
 
  (Dollars in millions, except per share amounts)
 

Statement of income data:

                               

Net sales

  $ 6,047   $ 5,121   $ 4,819   $ 4,615   $ 4,256  

Cost of sales

    3,672     3,088     2,894     2,801     2,590  

Gross profit

    2,375     2,033     1,925     1,814     1,666  

Operating expenses:

                               

Selling, general and administrative

    1,543     1,334     1,269     1,184     1,116  

Depreciation and amortization

    99     85     84     97     166  

Restructuring

    9     6     7     8     5  

Total operating expenses

    1,651     1,425     1,360     1,289     1,287  

Operating income

    724     608     565     525     379  

Interest expense

    130     166     269     394     462  

Interest income

    (1 )   (2 )            

Loss on extinguishment & modification of debt

    69     84     179     100     108  

Other (income) expense, net

                1     (3 )

Income (loss) from continuing operations before provision for income taxes and discontinued operations

    526     360     117     30     (188 )

Provision (benefit) for income taxes

    135     193     51     (1,170 )   23  

Income (loss) from continuing operations

    391     167     66     1,200     (211 )

Income from discontinued operations, net of tax

    3     803     130     272     214  

Net income

  $ 394   $ 970   $ 196   $ 1,472   $ 3  

Weighted Average Common Shares Outstanding(1):

                               

Basic (thousands)

    181,099     192,236     199,385     197,011     193,962  

Diluted (thousands)

    181,929     193,668     202,000     201,308     193,962  

Basic Earnings Per Share(1):

                               

Income (loss) from continuing operations

  $ 2.16   $ 0.87   $ 0.33   $ 6.09   $ (1.09 )

Income from discontinued operations                 

    0.02     4.18     0.65     1.38     1.10  

Net income

  $ 2.18   $ 5.05   $ 0.98   $ 7.47   $ 0.02  

Diluted Earnings Per Share(1):

                               

Income (loss) from continuing operations

  $ 2.15   $ 0.86   $ 0.33   $ 5.96   $ (1.09 )

Income from discontinued operations                 

    0.02     4.15     0.64     1.35     1.10  

Net income

  $ 2.17   $ 5.01   $ 0.97   $ 7.31   $ 0.02  

Balance sheet data (end of period):

                               

Cash and cash equivalents

  $ 38   $ 558   $ 75   $ 269   $ 85  

Total assets

    4,233     4,318     5,707     6,016     5,977  

Total debt(2)

    2,140     2,101     3,812     4,311     5,174  

Total stockholders' equity (deficit)

    1,281     1,466     960     744     (760 )

Other financial data (unaudited):

                               

Working capital(3)

  $ 840   $ 1,254   $ 1,004   $ 1,112   $ 1,163  

Weighted average effective interest rate less deferred financing costs

    6.0 %   5.4 %   6.3 %   7.9 %   8.2 %

Adjusted EBITDA(4)

    871     731     680     650     569  

Adjusted net income (loss)(4)

    619     447     302     135     (13 )

Capital expenditures

    115     94     81     86     119  

Depreciation & amortization(5)

    106     90     88     100     169  

Amortization of acquisition-related intangibles (other than software)

    22     12     12     12     77  

Statement of cash flows data:

                               

Cash flows provided by (used in) operating activities, net

  $ 584   $ 502   $ 513   $ 422   $ 295  

Cash flows provided by (used in) investing activities, net

    (477 )   2,329     (21 )   726     84  

Cash flows provided by (used in) financing activities, net

    (627 )   (2,348 )   (687 )   (962 )   (404 )

(1)
Weighted average shares and earnings per share are for Holdings. Due to rounding, amounts may not add to totals.

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(2)
Total debt includes current and non-current installments of long-term debt, capital leases and associated discounts, premiums, and deferred financing costs.

(3)
We define working capital as current assets (including cash) minus current liabilities, which include the current portion of long-term debt and accrued interest thereon.

(4)
Adjusted EBITDA and Adjusted net income (loss) are not recognized terms under GAAP and do not purport to be alternatives to net income (loss) as measures of operating performance. For additional detail, including a reconciliation from net income (loss) and income (loss) from continuing operations, the most directly comparable financial measures under GAAP, to Adjusted EBITDA and Adjusted net income (loss) for the periods presented, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics—Adjusted EBITDA and Adjusted Net Income (Loss)."

(5)
Depreciation and amortization includes amounts recorded within Cost of sales in the Consolidated Statements of Operations.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

        This Management's Discussion and Analysis of Financial Condition and Results of Operations is combined for two registrants: HD Supply Holdings, Inc. and HD Supply, Inc. Unless the context indicates otherwise, any reference in this discussion and analysis to "Holdings" refers to HD Supply Holdings, Inc., any reference to "HDS" refers to HD Supply, Inc., the indirect wholly-owned subsidiary of Holdings, and any references to "HD Supply," the "Company," "we," "us" and "our" refer to Holdings together with its direct and indirect subsidiaries, including HDS.

        HD Supply is one of the largest industrial distributors in North America. We believe we have leading positions in the two distinct market sectors in which we specialize: Maintenance, Repair & Operations and Specialty Construction. Through approximately 270 branches and 44 distribution centers, in the U.S. and Canada, the Company serves these markets with an integrated go-to-market strategy. We have approximately 11,500 associates delivering localized, customer-tailored products, services and expertise. We serve approximately 500,000 customers, which include contractors, maintenance professionals, home builders, industrial businesses, and government entities. Our broad range of end-to-end product lines and services include approximately 650,000 stock-keeping units ("SKUs") of quality, name-brand and proprietary-brand products as well as value-add services supporting the entire lifecycle of a project from construction to maintenance, repair and operations.

Description of segments

        We operate our Company through two reportable segments: Facilities Maintenance and Construction & Industrial.

        Facilities Maintenance.    Facilities Maintenance distributes MRO products, provides value-add services and fabricates custom products. The markets that Facilities Maintenance serves include multifamily, hospitality, healthcare and institutional facilities. Products include electrical and lighting items, plumbing supplies, HVAC products, appliances, janitorial supplies, hardware, kitchen and bath cabinets, window coverings, textiles and guest amenities, healthcare maintenance and water and wastewater treatment products.

        Construction & Industrial.    Construction & Industrial distributes specialized hardware, tools and engineered materials to non-residential and residential contractors. Products include tilt-up brace systems, forming and shoring systems, concrete chemicals, hand and power tools, cutting tools, rebar, ladders, safety and fall arrest equipment, specialty screws and fasteners, sealants and adhesives, drainage pipe, geo-synthetics, erosion and sediment control equipment and other engineered materials used broadly across all types of non-residential and residential construction. Construction & Industrial also includes Home Improvement Solutions which offers light remodeling and construction supplies, kitchen and bath cabinets, windows, plumbing materials, electrical equipment and other products, primarily to small remodeling contractors and trade professionals.

        In addition to the reportable segments, our consolidated financial results include "Corporate and Eliminations" which incurs costs related to our centralized support functions, which are comprised of finance, information technology, human resources, legal, supply chain and other support services, and removes inter-segment transactions. All Corporate operating overhead costs are allocated to the reportable segments. Interest expense, interest income, other non-operating income and expense, and provision for income taxes are not allocated to the reportable segments. The Company does not allocate Corporate assets to its reportable segments.

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Acquisitions

        We enter into strategic acquisitions from time to time to expand into new markets, net platforms, and new geographies in an effort to better service existing customers and attract new ones. In accordance with the acquisition method of accounting under Accounting Standards Codification ("ASC") 805, Business Combinations, the results of the acquisitions we completed are reflected in our consolidated financial statements from the date of the acquisition forward.

        On March 5, 2018, our Construction & Industrial business acquired A.H. Harris Construction Supplies ("A.H. Harris") for a purchase price of approximately $362 million in cash. A.H. Harris is a leading specialty construction distributor serving the northeast and mid-Atlantic regions. This acquisition expands Construction & Industrial's market presence in the northeastern United States. For additional detail related to the acquisition of A.H. Harris, see Note 2, Acquisitions, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Discontinued operations

        In August 2017, the Company completed the sale of its Waterworks business. Including the final working capital settlement of approximately $29 million in January 2018, the Company received cash proceeds of approximately $2.4 billion, net of $38 million of transaction cost payments. Including the final working capital settlement, the Company recognized a gain on sale of the Waterworks business of approximately $732 million, net of tax of $197 million.

        In May 2016, the Company completed the sale of its Interior Solutions business. Including the final working capital settlement in September 2016, the Company received cash proceeds of approximately $26 million, net of $2 million of transaction costs. As a result of the sale, the Company recorded a $10 million pre-tax loss.

        In October 2015, the Company completed the sale of its Power Solutions business. Including the final working capital settlement in May 2016, the Company received cash proceeds of approximately $812 million, net of $16 million of transaction costs. As a result of the sale, the Company recorded a $189 million pre-tax gain.

        In accordance with ASC 205-20, Discontinued Operations, the results of the Waterworks, Interior Solutions, and Power Solutions operations and the gain/loss on the sales and disposal of the businesses are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations and gain on the sales of the businesses, net of tax, as one line item on the Consolidated Statements of Operations and Comprehensive Income. All Consolidated Statements of Operations and Comprehensive Income presented have been revised to reflect this presentation. For additional detail related to the results of operations of the discontinued operations, see Note 3, Discontinued Operations, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Seasonality

        In a typical year, our operating results are impacted by seasonality. Historically, sales of our products have been higher in the second and third quarters of each fiscal year due to favorable weather and longer daylight conditions during these periods. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects.

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Fiscal Year

        Our fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31. The fiscal year ending February 3, 2019 ("fiscal 2018") included 53 weeks. The fiscal year ended January 29, 2018 ("fiscal 2017") and fiscal year ended January 29, 2017 ("fiscal 2016") each included 52 weeks.

Key business metrics

Net sales

        We earn our Net sales primarily from the sale of construction, maintenance, repair and operations, and renovation and improvement-related products and our provision of related services to approximately 500,000 customers, including contractors, government entities, maintenance professionals, home builders and industrial businesses. We recognize sales, net of sales tax and allowances for returns and discounts, when an identified performance obligation is satisfied by transfer of the promised goods or services to the customer. Net sales in certain business units fluctuate with the price of commodities as we seek to minimize the effects of changing commodities prices by passing such increases in the prices of certain commodity-based products to our customers.

        We ship products to customers by internal fleet and third-party carriers. Net sales are recognized from product sales when control of the product and services are passed to the customer, which generally occurs at the point of destination.

        We include shipping and handling fees billed to customers in Net sales. Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through Cost of sales as inventories are sold. We account for shipping and handling costs associated with outbound freight as a fulfillment cost. Such costs are included in Selling, general and administrative expenses.

Gross profit

        Gross profit primarily represents the difference between the product cost from our suppliers (net of earned rebates and discounts) including the cost of inbound freight and the sale price to our customers. The cost of outbound freight, purchasing, receiving and warehousing are included in Selling, general and administrative expenses within operating expenses. Our Gross profits may not be comparable to those of other companies, as other companies may include all of the costs related to their distribution network in Cost of sales.

Operating expenses

        Operating expenses are primarily comprised of selling, general and administrative costs, which include payroll expenses (salaries, wages, employee benefits, payroll taxes and bonuses), rent, insurance, utilities, repair and maintenance and professional fees. In addition, operating expenses include depreciation and amortization, and restructuring charges.

Adjusted EBITDA and Adjusted net income (loss)

        Adjusted EBITDA and Adjusted net income (loss) are not recognized terms under generally accepted accounting principles in the United States of America ("GAAP") and do not purport to be alternatives to Net income as a measure of operating performance. We present Adjusted EBITDA and Adjusted net income (loss) because each is a primary measure used by management to evaluate 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. We believe the presentation of Adjusted EBITDA and Adjusted net income (loss) enhances our investors' overall understanding of the financial performance of our business. We believe Adjusted EBITDA and Adjusted net income (loss) are helpful in highlighting operating trends, because each excludes the results of decisions that

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are outside the control of operating management and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, age and book depreciation of facilities and capital investments.

        Adjusted EBITDA is based on "Consolidated EBITDA," a measure which is defined in HDS's Senior Credit Facilities and used in calculating financial ratios in several material debt covenants. Borrowings under these facilities are a key source of liquidity and our ability to borrow under these facilities depends upon, among other things, our compliance with such financial ratio covenants. In particular, both facilities contain restrictive covenants that can restrict our activities if we do not maintain financial ratios calculated based on Consolidated EBITDA. Our Senior ABL Facility requires us to maintain a minimum fixed charge coverage ratio of 1:1 if our specified excess availability (including an amount by which our borrowing base exceeds the outstanding amounts) under the Senior ABL Facility falls below the greater of $100 million and 10% of the lesser of (A) the Borrowing Base and (B) the Total Facility Commitment (each, as defined in the Senior ABL Facility). Adjusted EBITDA is defined as Net income less Income from discontinued operations, net of tax, plus (i) Interest expense and Interest income, net, (ii) Provision (benefit) for income taxes, and (iii) Depreciation and amortization, and further adjusted to exclude loss on extinguishment of debt, non-cash items and certain other adjustments to Consolidated Net Income, including costs associated with capital structure enhancements, permitted in calculating Consolidated EBITDA under our Senior Credit Facilities. We believe that presenting Adjusted EBITDA is appropriate to provide additional information to investors about how the covenants in those agreements operate and about certain non-cash and other items. The Term Loan Facility and Senior ABL Facility permit us to make certain additional adjustments to Consolidated Net Income in calculating Consolidated EBITDA, such as projected net cost savings, which are not reflected in the Adjusted EBITDA data presented in this annual report on Form 10-K. We may in the future reflect such permitted adjustments in our calculations of Adjusted EBITDA. These covenants are important to the Company as failure to comply with certain covenants would result in a default under our Senior Credit Facilities. The material covenants in our Senior Credit Facilities are discussed in "Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, capital resources and financial condition—External Financing."

        Adjusted net income (loss) is defined as Net income less Income from discontinued operations, net of tax, further adjusted for loss on extinguishment of debt and certain non-cash, non-recurring, non-operational, or unusual items, net of tax.

        We believe that Adjusted EBITDA and Adjusted net income (loss) are frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA or Adjusted net income (loss) measure when reporting their results. 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 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;

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    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.

        The following table presents a reconciliation of Net income and Income (loss) from continuing operations, the most directly comparable financial measures under GAAP, to Adjusted EBITDA for the periods presented (amounts in millions):

 
  Fiscal Year Ended  
 
  February 3,
2019
  January 28,
2018
  January 29,
2017
  January 31,
2016
  February 1,
2015
 

Net income

  $ 394   $ 970   $ 196   $ 1,472   $ 3  

Less income from discontinued operations, net of tax

    3     803     130     272     214  

Income (loss) from continuing operations

    391     167     66     1,200     (211 )

Interest expense, net

    129     164     269     394     462  

Provision (benefit) for income taxes(i)

    135     193     51     (1,170 )   23  

Depreciation and amortization(ii)

    106     90     88     100     169  

Loss on extinguishment & modification of debt(iii)

    69     84     179     100     108  

Restructuring charges(iv)

    9     6     7     8     5  

Stock-based compensation

    26     26     20     16     17  

Acquisition and integration costs(v)

    6     1              

Other

                2     (4 )

Adjusted EBITDA

  $ 871   $ 731   $ 680   $ 650   $ 569  

(i)
During the fiscal year ended January 31, 2016, the Company recorded a $1,007 million tax benefit for the reversal of substantially all of the valuation allowance on its U.S. net deferred tax assets and a $189 million tax benefit for the reduction in unrecognized tax benefits as a result of IRS and state audit settlements.

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

(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, original issue discount, and other assets or liabilities associated with such debt. Also includes the costs of debt modification.

(iv)
Represents the costs related to exiting the Company's previous corporate headquarters and the costs incurred for strategic alignment of workforce and branch closures or consolidations. These costs include occupancy costs, severance, relocation costs, and other costs incurred to exit a location.

(v)
Represents the costs incurred in the acquisition and integration of A.H. Harris.

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        The following table presents a reconciliation of Net income and Income (loss) from continuing operations, the most directly comparable financial measures under GAAP, to Adjusted net income (loss) for the periods presented (amounts in millions):

 
  Fiscal Year Ended  
 
  February 3,
2019
  January 28,
2018
  January 29,
2017
  January 31,
2016
  February 1,
2015
 

Net income

  $ 394   $ 970   $ 196   $ 1,472   $ 3  

Less income from discontinued operations, net of tax

    3     803     130     272     214  

Income (loss) from continuing operations

    391     167     66     1,200     (211 )

Plus: Provision (benefit) for income taxes(i)

    135     193     51     (1,170 )   23  

Less: Cash income taxes(ii)

    (13 )   (16 )   (13 )   (16 )   (12 )

Plus: Amortization of acquisition-related intangible assets (other than software)

    22     12     12     12     77  

Plus: Loss on extinguishment & modification of debt(iii)

    69     84     179     100     108  

Restructuring charges(iv)

    9     6     7     8     5  

Acquisition and integration costs(v)

    6     1              

Other

                1     (3 )

Adjusted Net Income (Loss)

  $ 619   $ 447   $ 302   $ 135   $ (13 )

(i)
During the fiscal year ended January 31, 2016, the Company recorded a $1,007 million tax benefit for the reversal of substantially all of the valuation allowance on its U.S. net deferred tax assets and a $189 million tax benefit for the reduction in unrecognized tax benefits as a result of IRS and state audit settlements.

(ii)
Cash paid for income taxes in the fiscal year ended January 28, 2018 excludes $13 million in tax payments related to the sale of the Waterworks business unit. Cash paid for income taxes in the fiscal year ended February 1, 2015 excludes a $27 million payment for the settlement of the IRS's audit of the Company's U.S. federal income tax returns filed for the tax years ended on February 3, 2008 and February 1, 2009.

(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, original issue discount, and other assets or liabilities associated with such debt. Also includes the costs of debt modifications.

(iv)
Represents the costs related to exiting the Company's previous corporate headquarters and the costs incurred for strategic alignment of workforce and branch closures or consolidations. These costs include occupancy costs, severance, relocation costs, and other costs incurred to exit a location.

(v)
Represents the costs incurred in the acquisition and integration of A.H. Harris.

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Consolidated results of operations

 
   
   
   
  Percentage
Increase (Decrease)
 
 
  Fiscal Year  
 
  2018 vs. 2017   2017 vs. 2016  
Dollars in millions
  2018   2017   2016  

Net sales

  $ 6,047   $ 5,121   $ 4,819     18.1     6.3  

Gross profit

    2,375     2,033     1,925     16.8     5.6  

Operating expenses:

                               

Selling, general & administrative

    1,543     1,334     1,269     15.7     5.1  

Depreciation & amortization

    99     85     84     16.5     1.2  

Restructuring

    9     6     7     50.0     (14.3 )

Total operating expenses

    1,651     1,425     1,360     15.9     4.8  

Operating income

    724     608     565     19.1     7.6  

Interest expense

    130     166     269     (21.7 )   (38.3 )

Interest (income)

    (1 )   (2 )       (50.0 )        *

Loss on extinguishment & modification of debt

    69     84     179     (17.9 )   (53.1 )

Income from continuing operations before provision for income taxes

    526     360     117     46.1          *

Provision for income taxes

    135     193     51     (30.1 )        *

Income from continuing operations

    391     167     66          *        *

Income from discontinued operations, net of tax

    3     803     130          *        *

Net Income

  $ 394   $ 970   $ 196     (59.4 )        *

Non-GAAP Financial Data:

                               

Adjusted EBITDA

  $ 871   $ 731   $ 680     19.2     7.5  

Adjusted net income

  $ 619   $ 447   $ 302     38.5     48.0  

*
not meaningful


 
  % of Net sales   Basis Point
Increase (Decrease)
 
 
  Fiscal Year  
 
  2018 vs. 2017   2017 vs. 2016  
 
  2018   2017   2016  

Net sales

    100.0 %   100.0 %   100.0 %        

Gross profit

    39.3     39.7     39.9     (40 )   (20 )

Operating expenses:

                               

Selling, general & administrative

    25.5     26.0     26.3     (50 )   (30 )

Depreciation & amortization

    1.7     1.7     1.8         (10 )

Restructuring

    0.1     0.1     0.1          

Total operating expenses

    27.3     27.8     28.2     (50 )   (40 )

Operating income

    12.0     11.9     11.7     10     20  

Interest expense

    2.2     3.2     5.6     (100 )   (240 )

Interest (income)

                         *

Loss on extinguishment & modification of debt

    1.1     1.7     3.7     (60 )   (200 )

Income from continuing operations before provision for income taxes

    8.7     7.0     2.4     170          *

Provision for income taxes

    2.2     3.8     1.0     (160 )   280  

Income from continuing operations

    6.5     3.2     1.4     330     180  

Income from discontinued operations, net of tax

        15.7     2.7          *        *

Net Income

    6.5     18.9     4.1          *        *

Non-GAAP Financial Data:

                               

Adjusted EBITDA

    14.4     14.3     14.1     10     20  

Adjusted net income

    10.2     8.7     6.3     150     240  

*
Not meaningful

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Fiscal 2018 compared to fiscal 2017

Highlights

        Net sales in fiscal 2018 increased $926 million, or 18.1%, compared to fiscal 2017. Operating income in fiscal 2018 increased $116 million, or 19.1%, to $724 million during fiscal 2018 as compared to fiscal 2017. Net income in fiscal 2018 decreased $576 million to $394 million as compared to fiscal 2017 due primarily to an $800 million decrease in Income from discontinued operations, net of tax. Adjusted EBITDA in fiscal 2018 increased $140 million, or 19.2%, as compared to fiscal 2017. Adjusted net income in fiscal 2018 increased $172 million, or 38.5%, as compared to fiscal 2017 due primarily to growth in operations, and to a lesser extent, a decline in interest expense as a result of lower outstanding debt balances. As of February 3, 2019, our liquidity was $589 million. See "Liquidity, capital resources and financial condition" for further information.

        On March 5, 2018, the Company completed the acquisition of A.H. Harris, expanding Construction & Industrial's market presence in the northeastern United States.

        In fiscal 2017, the Company completed the sale of its Waterworks business. The Company recognized a gain on the sale of approximately $732 million, net of tax of $197 million, reflected in Income from discontinued operations, net of tax, in the Consolidated Statement of Operations. For additional information, see Note 3, Discontinued Operations, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

        As a result of the sale of the Waterworks business in fiscal 2017, management evaluated the Company's talent alignment and functional support strategies. Consequently, during the second half of fiscal 2017, management initiated a restructuring plan that included reducing workforce personnel and realigning talent. In addition, the Company relocated its corporate headquarters in fiscal 2018. Management completed the activities under this plan during second quarter 2018, resulting in a total of $15 million in charges incurred during fiscal 2017 and fiscal 2018. For additional information, see Note 13, Restructuring Activities in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Net sales

        Net sales increased $926 million, or 18.1%, to $6,047 million during fiscal 2018 as compared to fiscal 2017.

        Both of our reportable segments delivered an increase in Net sales during fiscal 2018 as compared to fiscal 2017. The Net sales increases were primarily due to increases in market volume, growth initiatives at each of our businesses, and the acquisition of A.H. Harris by Construction & Industrial. In addition, fiscal 2018 included 53 weeks, as compared to 52 weeks in fiscal 2017, and a reduction in selling days due to the timing of holidays. Organic sales growth, net of change in selling days, was $473 million, or 9.2%, during fiscal 2018 as compared to fiscal 2017. Growth initiatives contributed approximately $285 million in fiscal 2018.

Gross profit

        Gross profit increased $342 million, or 16.8%, to $2,375 million during fiscal 2018 as compared to fiscal 2017.

        Both of our reportable segments delivered an increase in Gross profit in fiscal 2018 as compared to fiscal 2017 due to sales growth from increased market volume, growth initiatives, and the acquisition of A.H. Harris.

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        Gross profit as a percentage of Net sales ("gross margin") decreased approximately 40 basis points to 39.3% in fiscal 2018 as compared to 39.7% in fiscal 2017. The acquisition of A.H. Harris contributed to the decline in gross margin, unfavorably impacting gross margin by approximately 40 basis points during fiscal 2018 as compared to fiscal 2017. Gross margin was also unfavorably impacted by organic Net sales growth, net of change in selling days in the lower margin Construction & Industrial business at 12.4% outpacing growth in the higher margin Facilities Maintenance business at 6.6%. These unfavorable impacts were partially offset by an improvement in gross margin of approximately 40 basis points at Facilities Maintenance in fiscal 2018 as compared to fiscal 2017.

Operating expenses

        Operating expenses increased $226 million, or 15.9%, during fiscal 2018 as compared to fiscal 2017.

        Selling, general and administrative expenses increased $209 million, or 15.7%, during fiscal 2018 as compared to fiscal 2017. The increase was primarily a result of the acquisition of A.H. Harris, increases in variable expenses due to higher sales volume and increased investments in growth initiatives, primarily additional personnel and license fees for new technologies.

        Operating expenses as a percentage of Net sales decreased approximately 50 basis points to 27.3%, in fiscal 2018 as compared to fiscal 2017. Selling, general and administrative expenses as a percentage of Net sales decreased approximately 50 basis points to 25.5% in fiscal 2018 as compared to fiscal 2017. The decrease was primarily a result of the leverage of fixed costs through sales volume increases, partially offset by increased investments in growth initiatives.

Operating income

        Operating income increased $116 million, or 19.1%, to $724 million during fiscal 2018 as compared to fiscal 2017, primarily due to higher sales volume, including the acquisition of A.H. Harris, partially offset by the increase in Operating expenses.

        Operating income as a percentage of Net sales increased approximately 10 basis points to 12.0% in fiscal 2018 as compared to fiscal 2017. The leverage of fixed costs through sales volume increases was partially offset by the decline in gross margin and increased investments in growth initiatives.

Interest expense

        Interest expense decreased $36 million, or 21.7%, during fiscal 2018 as compared to fiscal 2017. The decrease was due to a lower outstanding balance as a result of using proceeds from the sale of a business to reduce indebtedness, partially offset by an increase in non-cash amortization of deferred financing costs and, to a lesser extent, an increase in variable interest rates.

Loss on extinguishment and modification of debt

        During fiscal 2018, our debt refinancing and redemption activities resulted in charges of $69 million recorded in accordance with ASC 470-50, Debt-Modifications and Extinguishments.

        On October 22, 2018, HDS amended its senior secured term loan facility (the "Term Loan Facility"), incurring a modification and extinguishment charge of $5 million, which includes financing fees and other costs of $3 million and the write-off of $2 million of unamortized discount and deferred financing costs.

        On October 11, 2018, HDS used the net proceeds from the issuance of the 5.375% Senior Unsecured Notes due 2026 (the "October 2018 Senior Unsecured Notes"), together with available cash and borrowings on HDS's Senior Asset Based Lending Facility due 2022 (the "Senior ABL Facility"),

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to redeem all of the outstanding $1,000 million aggregate principal of the 5.75% Senior Unsecured Notes due 2024 (the "April 2016 Senior Unsecured Notes"), incurring a $64 million loss on extinguishment of debt, which includes a $56 million make-whole premium and the write-off of $8 million of unamortized deferred financing costs.

        During fiscal 2017, our debt refinancing and redemption activities resulted in charges of $84 million recorded in accordance with ASC 470-50, Debt-Modifications and Extinguishments.

        On December 28, 2017, HDS reduced its borrowing capacity under the Senior ABL Facility by $500 million, incurring a $3 million loss on extinguishment of debt for the write-off of unamortized deferred financing costs.

        On September 1, 2017, HDS redeemed all of the outstanding $1,250 million aggregate principal amount of its 5.25% Senior Secured First Priority Notes (the "December 2014 First Priority Notes"), incurring a $73 million loss on extinguishment of debt, which includes a $62 million make-whole premium and the write-off of $11 million of unamortized deferred financing costs.

        On August 31, 2017, HDS amended its Term Loan Facility, incurring a modification and extinguishment charge of $3 million, which includes financing fees and other costs of $1 million and the write-off of $2 million of unamortized original issue discount and unamortized deferred financing costs.

        On August 25, 2017, HDS amended its April 2016 Senior Unsecured Notes. As a result, the Company incurred a modification charge of $3 million for financing fees.

        On April 18, 2017, HDS used cash and available borrowings under its Senior ABL Facility, to repay $100 million of its aggregate principal of approximately $842 million tranche of Term Loans (the "Term B-1 Loans") incurring a $2 million loss on extinguishment of debt, which included write-offs of unamortized original issue discount and unamortized deferred financing costs.

        On April 5, 2017, HDS amended its Senior ABL Facility, incurring a $1 million loss on extinguishment of debt for the write-offs of unamortized deferred financing costs.

        See "Liquidity, capital resources and financial condition—External financing" for further information.

Provision (benefit) for income taxes

        The provision for income taxes during the period is calculated by applying an estimated annual tax rate for the full fiscal year to pre-tax income for the reported period plus or minus unusual or infrequent discrete items occurring within the period. The provision for income taxes from continuing operations in fiscal 2018 was $135 million compared to $193 million in fiscal 2017. The effective rate for continuing operations for fiscal 2018 was 25.7% which was primarily impacted by the geographical mix of where income was generated. The effective rate for continuing operations for fiscal 2017 was an expense of 53.6% which was primarily impacted by the enactment of the Tax Cuts and Jobs Act of 2017, excess tax benefits related to shareholder based compensation, and the geographical mix of where income was generated.

        As of the end of fiscal 2018, the minimum amount of future taxable income that needs to be generated to realize the deferred tax assets is approximately $321 million for U.S. federal tax purposes and $1,364 million for U.S. state tax purposes. The current level of pre-tax earnings under GAAP is sufficient to generate the minimum amount of future taxable income to realize our U.S. federal and the majority of our state tax deferred assets prior to their expiration. As of the end of fiscal 2018 and fiscal 2017, the Company's remaining valuation allowance on its U.S. deferred tax assets was approximately $7 million.

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        As of February 3, 2019, the Company has approximately $112 million of tax-effected federal and state NOL carryforwards that can be used to offset cash income taxes due on future earnings.

Adjusted EBITDA

        Adjusted EBITDA increased $140 million, or 19.2%, in fiscal 2018 as compared to fiscal 2017. Both of our reportable segments generated an increase in Adjusted EBITDA in fiscal 2018 as compared to fiscal 2017.

        The increase in Adjusted EBITDA was primarily due to the increase in sales volume, partially offset by the increase in Operating expenses. Adjusted EBITDA as a percentage of Net sales increased approximately 10 basis points to 14.4% in fiscal 2018 as compared to fiscal 2017, primarily due to the leverage of fixed costs through sales volume increases, partially offset by increased investments in growth initiatives and decline in gross margin.

Adjusted net income

        Adjusted net income increased $172 million, or 38.5%, in fiscal 2018 as compared to fiscal 2017. The increase in Adjusted net income was attributable to growth in operations and lower interest expense.

Fiscal 2017 compared to fiscal 2016

Highlights

        Net sales in fiscal 2017 increased $302 million, or 6.3%, compared to fiscal 2016. Operating income in fiscal 2017 increased $43 million, or 7.6%, to $608 million during fiscal 2017 as compared to fiscal 2016. Net income in fiscal 2017 increased $774 million to $970 million as compared to fiscal 2016 due primarily to the sale of the Waterworks business. Adjusted EBITDA in fiscal 2017 increased $51 million, or 7.5%, as compared to fiscal 2016. Adjusted net income in fiscal 2017 increased $145 million, or 48.0%, as compared to fiscal 2016 due primarily to a decline in interest expense as a result of a lower effective interest rate and lower outstanding debt balances.

        In August 2017, the Company completed the sale of its Waterworks business. Including the final working capital settlement in January 2018, the Company received cash proceeds of approximately $2,419 million, net of $38 million of transaction costs. Including the final working capital settlement of approximately $29 million in January 2018, the Company recognized a gain on sale of approximately $732 million, net of tax of $197 million, reflected in Income from discontinued operations, net of tax, in the Consolidated Statement of Operations. For additional information, see Note 3, Discontinued Operations, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

        As a result of the sale of the Waterworks business in August 2017, management evaluated the Company's talent alignment and functional support strategies. During fiscal 2017, management initiated a restructuring plan that included reducing workforce personnel and realigning talent resulting in the recognition of $6 million of restructuring charges, primarily related to severance and other employee-related costs. For additional information, see Note 13, Restructuring Activities, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Net sales

        Net sales increased $302 million, or 6.3% to $5,121 million during fiscal 2017 as compared to fiscal 2016.

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        Both of our reportable segments reported an increase in Net sales during fiscal 2017 as compared to fiscal 2016. The Net sales increases were primarily due to increases in market volume and growth initiatives. Growth initiatives contributed approximately $162 million in fiscal 2017.

Gross profit

        Gross profit increased $108 million, or 5.6%, to $2,033 million during fiscal 2017 as compared to fiscal 2016.

        Both of our reportable segments generated an increase in Gross profit in fiscal 2017 as compared to fiscal 2016 primarily due to sales growth from increased market volume and initiatives.

        Gross margin decreased approximately 20 basis points to 39.7% in fiscal 2017 as compared to 39.9% in fiscal 2016. The decline in gross margin was primarily driven by decreasing rebar margins and a shift in product mix at our Construction & Industrial business.

Operating expenses

        Operating expenses increased $65 million, or 4.8%, to $1,425 million during fiscal 2017 as compared to fiscal 2016.

        Selling, general and administrative expenses increased $65 million, or 5.1%, to $1,334 million during fiscal 2017 as compared to fiscal 2016. The increase was primarily a result of increases in variable expenses due to higher sales volume and increased investments in growth initiatives, primarily additional personnel. Depreciation and amortization expense increased $1 million, or 1.2%, to $85 million in fiscal 2017 as compared to fiscal 2016 due to timing of in-service projects. Restructuring charges decreased $1 million in fiscal 2017 as compared to fiscal 2016. The Company completed its Fiscal 2015 Restructuring Plan activities to strategically align its workforce in fiscal 2016. The Company initiated its Fiscal 2017 Restructuring Plan in third quarter 2017. For additional information, see Note 13, Restructuring Activities, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

        Operating expenses as a percentage of Net sales decreased approximately 40 basis points to 27.8%, in fiscal 2017 as compared to fiscal 2016. Selling, general and administrative expenses as a percentage of Net sales, decreased approximately 30 basis points to 26.0% in fiscal 2017 as compared to fiscal 2016. The decrease was primarily a result of the leverage of fixed costs through sales volume increases and costs to increase Facilities Maintenance distribution capacity incurred in fiscal 2016 that did not repeat in fiscal 2017, partially offset by increased investments in growth initiatives.

Operating income

        Operating income increased $43 million, or 7.6%, to $608 million during fiscal 2017 as compared to fiscal 2016, primarily due to higher sales volume, partially offset by the decrease in gross margins and increase in Operating expenses.

        Operating income as a percentage of Net sales increased approximately 20 basis points to 11.9%, in fiscal 2017 as compared to fiscal 2016. The increase was primarily due to the decrease in Selling, general and administrative expenses as a percentage of Net sales offset by the decline in gross margins.

Interest expense

        Interest expense decreased $103 million, or 38.3%, during fiscal 2017 as compared to fiscal 2016. The decrease was due to a lower average interest rate on our outstanding indebtedness due to debt refinancing transactions and a lower average outstanding balance as we continued to use cash flow from operations and proceeds from the sale of businesses to reduce indebtedness.

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Interest income

        Interest income during fiscal 2017 was approximately $2 million. The interest income was due to investment of a portion of the net proceeds from the sale of the Waterworks business in temporary cash investments.

Loss on extinguishment & modification of debt

        During fiscal 2017, our debt refinancing and redemption activities resulted in charges of $84 million recorded in accordance with ASC 470-50, Debt-Modifications and Extinguishments.

        During fiscal 2016, our debt refinancing and redemption activities resulted in charges of $179 million recorded in accordance with ASC 470-50, Debt-Modifications and Extinguishments.

        On January 26, 2017, HDS paid $200 million to reduce its aggregate principal of the Term B-1 Loans, incurring a $5 million loss on extinguishment of debt for the write-offs of unamortized original issue discount and unamortized deferred financing costs.

        On October 17, 2016, HDS redeemed all of the outstanding $1,275 million aggregate principal of its 7.5% Senior Unsecured Notes due 2020, incurring a $59 million loss on extinguishment of debt, which included a $48 million premium payment and a write-off of $11 million of unamortized deferred financing costs.

        On April 27, 2016, HDS redeemed all of the outstanding $1,000 million aggregate principal of its 11.5% Senior Unsecured Notes due 2020, incurring a $115 million loss on extinguishment of debt, which included a $106 million make-whole premium payment and a write-off of $9 million of unamortized deferred financing costs.

        See "Liquidity, capital resources and financial condition—External financing" for further information.

Provision (benefit) for income taxes

        The provision for income taxes from continuing operations in fiscal 2017 was $193 million compared to $51 million in fiscal 2016. The effective rate for continuing operations for fiscal 2017 was 53.6% which was primarily impacted by $72 million of tax expense associated with the remeasurement of the U.S. deferred tax assets and liabilities driven by the enactment of the Tax Cuts and Jobs Act of 2017, $16 million tax benefit related to the excess tax benefits related to stock-based compensation, and the geographical mix of where income was generated. The effective rate for continuing operations for fiscal 2016 was 43.6%, primarily impacted by the repatriation of $72 million of cash from Canada to the U.S., which, to the extent of current earnings and profits, and foreign withholding taxes, resulted in $4 million of tax expense. The rate was also impacted by the geographical mix of where income was generated.

        As of the end of fiscal 2017, the minimum amount of future taxable income that needs to be generated to realize the deferred tax assets is approximately $857 million for U.S. federal tax purposes and $1,756 million for U.S. state tax purposes. The current level of pre-tax earnings under GAAP is sufficient to generate the minimum amount of future taxable income to realize our U.S. federal and the majority of our state tax deferred assets prior to their expiration. As of the end of fiscal 2017 and fiscal 2016, the Company's remaining valuation allowance on its U.S. deferred tax assets was approximately $7 million and $5 million, respectively.

        As of January 28, 2018, the Company has approximately $250 million of tax-effected federal and state NOL carryforwards that can be used to offset cash income taxes due on future earnings.

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Income from discontinued operations, net of tax

        Income from discontinued operations, net of tax during fiscal 2017 was $803 million, comprised of $1,043 million of pre-tax income from discontinued operations offset by $240 million of income tax expense. During fiscal 2017, the Company recognized a gain on sale of the Waterworks business of $732 million, net of tax of $197 million. For additional information, see Note 3, Discontinued Operations in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Adjusted EBITDA

        Adjusted EBITDA increased $51 million, or 7.5%, in fiscal 2017 as compared to fiscal 2016. Both of our reportable segments generated an increase in Adjusted EBITDA in fiscal 2017 as compared to fiscal 2016.

        The increase in Adjusted EBITDA was primarily due to the increase in sales volume, partially offset by the increase in Operating expenses. Adjusted EBITDA as a percentage of Net sales increased approximately 20 basis points to 14.3% in fiscal 2017 as compared to fiscal 2016, primarily due to the leverage of fixed costs through sales volume increases, partially offset by increased investments in growth initiatives and decline in gross margin.

Adjusted net income

        Adjusted net income increased $145 million, to $447 million, in fiscal 2017 as compared to fiscal 2016. The increase in Adjusted net income was primarily attributable to lower interest expense and an increase in sales volume.

Results of operations by reportable segment

Facilities Maintenance

 
  Fiscal Year   Increase (Decrease)  
 
  2018   2017   2016   2018 vs. 2017   2017 vs. 2016  
 
  (Dollars in millions)
   
   
 

Net sales

  $ 3,089   $ 2,847   $ 2,762     8.5 %   3.1 %

Operating income (loss)

  $ 478   $ 434   $ 419     10.1 %   3.6 %

% of Net sales

    15.5 %   15.2 %   15.2 %   30 bps          *

Depreciation and amortization              

    48     45     47     6.7 %   (4.3 )%

Other

    20     20     16         25.0 %

Adjusted EBITDA

  $ 546   $ 499   $ 482     9.4 %   3.5 %

% of Net sales

    17.7 %   17.5 %   17.5 %   20 bps          *

*
not meaningful

Fiscal 2018 compared to fiscal 2017

Net Sales

        Net sales increased $242 million, or 8.5%, in fiscal 2018 as compared to fiscal 2017. Excluding the impact of the 53rd week in fiscal 2018, Net sales increased $189 million, or 6.6%, as compared to fiscal 2017.

        The increase in Net sales was primarily due to market growth in the multifamily and hospitality industries and growth initiatives. Facilities Maintenance is beginning to see the sales benefits from the accelerated investments in our sales force, selling tools and analytics that began in mid-2017. These

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growth initiatives consist of investments in personnel, products, and technology aligned with our selling channels, such as our sales force, e-commerce site and mobile application, and our enabling functions, such as supply chain and data analytics.

Adjusted EBITDA

        Adjusted EBITDA increased $47 million, or 9.4%, in fiscal 2018 as compared to fiscal 2017.

        The increase in Adjusted EBITDA was primarily due to increased sales volume as a result of the accelerated investments, partially offset by the cost of such investments and incentive compensation.

        Adjusted EBITDA as a percentage of Net sales increased approximately 20 basis points in fiscal 2018 as compared to fiscal 2017. The increase was primarily driven by an improvement in gross margin of approximately 40 basis points, partially offset by an increase in Selling, general and administrative expenses as a percentage of Net sales as a result of investments in growth initiatives including personnel and license fees for new technologies.

Fiscal 2017 compared to fiscal 2016

Net Sales

        Net sales increased $85 million, or 3.1%, in fiscal 2017 as compared to fiscal 2016.

        The increase in Net sales was primarily due to market growth in the multifamily and hospitality industries and growth initiatives. These growth initiatives consist of investments in personnel, products, and technology aligned with our selling channels, such as our sales force, e-commerce site and mobile application, and our enabling functions, such as supply chain and data analytics.

Adjusted EBITDA

        Adjusted EBITDA increased $17 million, or 3.5%, in fiscal 2017 as compared to fiscal 2016.

        The increase in Adjusted EBITDA was primarily due to increased sales volume, partially offset by increased Selling, general and administrative expenses due to costs incurred to increase distribution center capacity beginning in third quarter 2016, higher personnel costs related to open positions in the first half of fiscal 2016, and an acceleration of investments in growth initiatives due to transitioning the business from San Diego to Atlanta.

        Adjusted EBITDA as a percentage of Net sales was flat in fiscal 2017 as compared to fiscal 2016 due to flat Gross margins and flat Selling, general and administrative expenses as a percentage of Net sales. Selling, general and administrative expenses as a percentage of Net sales was negatively impacted by costs incurred to increase distribution center capacity beginning in third quarter 2016 and open positions in the first half of fiscal 2016 due to transitioning the business to Atlanta. These negative impacts were offset by the leverage of fixed costs through sales volume increases, accelerated investments in growth initiatives, and the 2016 supply chain corrective action.

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Construction & Industrial

 
  Fiscal Year   Increase (Decrease)  
 
  2018   2017   2016   2018 vs. 2017   2017 vs. 2016  
 
  (Dollars in millions)
   
   
 

Net sales

  $ 2,961   $ 2,279   $ 2,063     29.9 %   10.5 %

Operating income

  $ 246   $ 174   $ 146     41.4 %   19.2 %

% of Net sales

    8.3 %   7.6 %   7.1 %   70 bps     50 bps  

Depreciation and amortization

    58     45     41     28.9 %   9.8 %

Other

    21     13     11     61.5 %   18.2 %

Adjusted EBITDA

  $ 325   $ 232   $ 198     40.1 %   17.2 %

% of Net sales

    11.0 %   10.2 %   9.6 %   80 bps     60 bps  

*
not meaningful

Fiscal 2018 compared to fiscal 2017

Net Sales

        Net sales increased $682 million, or 29.9%, in fiscal 2018 as compared to fiscal 2017. On an organic basis, excluding the sales of recently acquired A.H. Harris, and excluding the impact of a net change in selling days due to the 53rd week and change in holiday timing during the fourth quarter of fiscal 2018, Net sales increased $282 million, or 12.4%, as compared to fiscal 2017.

        Growth initiatives contributed to the increase in Net sales in fiscal 2018 driven by our Managed Sales Approach ("MSA"), new locations, and direct marketing initiatives. MSA is a structured approach to drive revenue at a regional level through analysis, tools and sales management. In addition, Net sales were positively impacted by end-market improvement in both non-residential and residential housing markets and the increase in rebar sales as a result of passing on the increased steel costs from changes in tariffs and duties.

Adjusted EBITDA

        Adjusted EBITDA increased $93 million, or 40.1%, in fiscal 2018 as compared to fiscal 2017.

        The increase in Adjusted EBITDA in fiscal 2018 as compared to fiscal 2017 was primarily driven by the acquisition of A.H. Harris, growth initiatives and market volume. The increase was partially offset by increased Selling, general and administrative costs related to variable expenses and the hiring of additional associates to support the expanding business and future growth.

        Adjusted EBITDA as a percentage of Net sales increased approximately 80 basis points in fiscal 2018 as compared to fiscal 2017. The increase was driven by a decrease in Selling, general and administrative expenses as percentage of Net sales due to the leverage of fixed costs through sales volume increases, partially offset by a decline in gross margins of approximately 50 basis point. The acquisition of A.H. Harris negatively impacted gross margin by approximately 30 basis points in fiscal 2018 as compared to fiscal 2017. In addition, rebar gross margins declined in fiscal 2018 due to an increase in steel costs driven by tariffs and duties. We increased our pricing of rebar to recover the increase in rebar costs, but not enough to maintain our gross margin rate, negatively affecting our overall margin rate by approximately 20 basis points in fiscal 2018 as compared to fiscal 2017.

Fiscal 2017 compared to fiscal 2016

Net Sales

        Net sales increased $216 million, or 10.5%, in fiscal 2017 as compared to fiscal 2016.

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        Growth initiatives contributed to the increase in Net sales in fiscal 2017 driven by our MSA, new locations, and direct marketing initiatives. MSA is a structured approach to drive revenue at a regional level through analysis, tools and sales management. In addition, Net sales were positively impacted by end-market improvement in both non-residential and residential housing markets.

Adjusted EBITDA

        Adjusted EBITDA increased $34 million, or 17.2%, in fiscal 2017 as compared to fiscal 2016.

        The increase in Adjusted EBITDA in fiscal 2017 as compared to fiscal 2016 was primarily driven by growth initiatives and market volume. This increase was partially offset by lower gross margins increased Selling, general and administrative expenses related to variable expenses and the hiring of additional associates to support the expanding business and drive future growth.

        Adjusted EBITDA as a percentage of Net sales increased approximately 60 basis points in fiscal 2017 as compared to fiscal 2016. The increase was driven by a decrease in Selling, general and administrative expenses as percentage of Net sales due to product mix and the leverage of fixed costs through sales volume increases, partially offset by declines in rebar gross margins. Rebar margins declined in fiscal 2017 due to an increase in steel costs impacted by duties and the threat of duties on imported steel. We were unable to pass along all of the cost increases to our customers in fiscal 2017 due to the competitive environment.

Liquidity, capital resources and financial condition

Sources and uses of cash

        Our sources of funds, primarily from operations, cash on hand, and, to the extent necessary, from readily available external financing arrangements, are sufficient to meet all current obligations on a timely basis. We believe that these sources of funds will be sufficient to meet the operating needs of our business for at least the next twelve months.

        During fiscal 2018, the Company's use of cash was primarily driven by net repayments of debt, purchase of treasury shares, payment for business acquired, and capital expenditures. These uses were partially offset by cash provided by operations.

        As of February 3, 2019, our combined liquidity of approximately $589 million was comprised of $38 million in cash and cash equivalents and $551 million of additional available borrowings (excluding $7 million of borrowings on available cash balances) under our Senior ABL Facility, based on qualifying inventory and receivables.

        Information about the Company's cash flows, by category, is presented in the Consolidated Statements of Cash Flows and is summarized as follows:

 
  Fiscal 2018   Fiscal 2017   Fiscal 2016  
 
  Amounts in millions
 

Net cash provided by (used for):

                   

Operating activities

  $ 584   $ 502   $ 513  

Investing activities

    (477 )   2,329     (21 )

Financing activities

    (627 )   (2,348 )   (687 )

Free cash flow:

   
 
   
 
   
 
 

Operating activities

  $ 584   $ 502   $ 513  

Less: Capital expenditures

    (115 )   (94 )   (81 )

Free cash flow

  $ 469   $ 408   $ 432  

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Working capital

        Working capital, excluding cash and cash equivalents, was $802 million as of February 3, 2019, increasing $106 million as compared to $696 million as of January 28, 2018. In fiscal 2018, the Company exercised the purchase option within the lease of its new corporate headquarters, resulting in a reduction of working capital for the reclassification of the $87 million financing liability from Long-term liabilities to Other current liabilities. Excluding the impact of the lease liability reclassification, working capital, excluding cash and cash equivalents, increased $193 million as of February 3, 2019 as compared to January 28, 2018. The increase was primarily driven by business growth and the acquired working capital of A.H. Harris, resulting in increases in Receivables and Inventory, partially offset by increases in Accounts Payable.

Operating activities

        During fiscal 2018 cash provided by operating activities was $584 million compared to $502 million in fiscal 2017. Cash interest paid in fiscal 2018 was $121 million, compared to $159 million in fiscal 2017. Cash flows from operating activities included payments of $4 million and $6 million of original issue discounts related to the extinguishment of a portion of the Term Loans in fiscal 2018 and fiscal 2017, respectively. Cash flows provided by operating activities for discontinued operations were zero and $27 million in fiscal 2018 and fiscal 2017, respectively. Excluding the cash interest payments in both periods and original issue discounts paid, cash flows from operating activities for continuing operations increased approximately $69 million in fiscal 2018 as compared to fiscal 2017. The increase in operating cash flows excluding interest, original issue discount, and discontinued operations is primarily attributable to growth in earnings of continuing operations, partially offset by investments in working capital for business growth.

        During fiscal 2017 cash provided by operating activities was $502 million compared to $513 million in fiscal 2016. Cash interest paid in fiscal 2017 was $159 million, compared to $296 million in fiscal 2016. Cash flows from operating activities included a payment of $6 million and $7 million of original issue discount related to the extinguishment of a portion of the Term Loans in fiscal 2017 and fiscal 2016, respectively. Cash flows provided by operating activities for discontinued operations were $27 million in fiscal 2017 as compared to $217 million in fiscal 2016. Excluding the cash interest payments in both periods and original issue discounts paid, cash flows from operating activities for continuing operations increased approximately $41 million in fiscal 2017 as compared to fiscal 2016. The increase in operating cash flows excluding interest, original issue discount, and discontinued operations is attributable to growth in earnings of continuing operations, partially offset by investments in working capital for business growth.

Investing activities

        During fiscal 2018, cash used by investing activities was $477 million, comprised of $362 million for the acquisition of A.H. Harris and $115 million of capital expenditures.

        During fiscal 2017, cash provided by investing activities was $2,329 million, primarily comprised of $2,421 of cash proceeds from the sales of businesses, partially offset by $94 million of capital expenditures.

        During fiscal 2016, cash used by investing activities was $21 million, primarily comprised of $81 million of capital expenditures, offset by $32 million of cash received from the sales of property and equipment and $28 million of cash received from the sales of businesses, net of transaction costs.

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Financing activities

        During fiscal 2018, cash used in financing activities was $627 million, primarily due to net debt repayments of $19 million including premiums to redeem debt prior to maturity, purchases of treasury shares of $596 million, and payments of debt issuance costs of $19 million, partially offset by net proceeds from employee stock-based awards activities of $6 million.

        During fiscal 2017, cash used in financing activities was $2,348 million, primarily due to net debt repayments of $1,783 million, including premiums to redeem debt prior to maturity, purchase of treasury shares of $584 million, and payments for debt issuance costs of $26 million; partially offset by net proceeds from employee stock-based awards activities of $41 million.

        During fiscal 2016, cash used in financing activities was $687 million, primarily due to net debt repayments of $664 million, including premiums and make-whole payments to call or redeem debt prior to maturity, purchase of treasury shares of $34 million, and payments for debt issuance costs of $19 million; partially offset by proceeds from employee stock option exercises of $33 million.

External financing

        As of February 3, 2019, HDS had an aggregate principal amount of $2,140 million of outstanding debt, net of unamortized original issue discounts and unamortized deferred financing costs of $4 million and $21 million, respectively, and an additional $558 million of available borrowings under its Senior ABL Facility (after giving effect to the borrowing base limitations and approximately $27 million in letters of credit issued and including $7 million of borrowings available on qualifying cash balances). We may from time to time repurchase or otherwise retire or extend our debt and/or take other steps to reduce our debt or otherwise improve our financial position. These actions may include open market debt repurchases, negotiated repurchases, other retirements of outstanding debt, and/or opportunistic refinancing of debt. The amount of debt that may be repurchased or otherwise retired or refinanced, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiliates may also purchase our debt from time to time, through open market purchases or other transactions. In such cases, our debt may not be retired, in which case we would continue to pay interest in accordance with the terms of the debt, and we would continue to reflect the debt as outstanding in our consolidated statements of financial position.

        On October 24, 2018, the Company entered into an interest rate swap agreement, designated as a cash flow hedge of the variable-rate interest payments on $750 million of the Term B-5 Loans, as defined below. The interest rate swap agreement swaps a LIBOR rate for a fixed rate of 3.07% and matures on October 17, 2023. The swap effectively converts a portion of the Company's Term B-5 Loans from a rate of LIBOR plus 1.75% to a 4.82% fixed rate. The fair value of the interest rate swap as of February 3, 2019 was a liability of $20 million.

        On October 22, 2018, HDS entered into a Sixth Amendment (the "Sixth Amendment") to the credit agreement governing HDS's existing Term Loan Facility. Pursuant to the Sixth Amendment, HDS amended its existing Term Loan Facility, to, among other things, refinance all the outstanding term loans in an original aggregate principal of $535 million (the "Term B-3 Loans") and an original aggregate principal of $546 million (the "Term B-4 Loans") with the Term B-5 Loans in an original aggregate principal of $1,070 million.

        In connection with the Sixth Amendment, the Company paid $5 million in consent fees and incurred a modification and extinguishment charge of $5 million, which includes financing fees and other costs of $3 million and the write-off of $2 million of a portion of the related unamortized discount and deferred financing costs, in accordance with ASC 470-50, Debt—Modifications and Extinguishments.

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        On October 11, 2018, HDS issued $750 million of the October 2018 Senior Unsecured Notes at par. HDS received approximately $741 million of proceeds, net of transaction fees. The transaction fees of $9 million are reflected as deferred financing costs in the Consolidated Balance Sheets and will be amortized into interest expense over the term of the notes. HDS used the net proceeds from the October 2018 Senior Unsecured Notes issuance, together with available cash and borrowings on the Senior ABL Facility, to redeem all of the outstanding $1,000 million aggregate principal of the April 2016 Senior Unsecured Notes, and pay a $56 million make-whole premium calculated in accordance with the terms of the indenture governing such notes and pay $28 million of accrued but unpaid interest. As a result, the Company incurred a $64 million loss on extinguishment of the debt, which includes the $56 million make-whole premium and write-off of $8 million of unamortized deferred financing costs, in accordance with ASC 470-50, Debt—Modifications and Extinguishments.

        For additional information, see Note 6, Debt, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Commodity and interest rate risk

Commodity risk

        We are aware of the potentially unfavorable effects inflationary pressures may create through higher asset replacement costs and related depreciation, higher interest rates and higher material costs. In addition, our operating performance is affected by price fluctuations in the commodity-based products that we purchase and sell, which contain commodities such as steel, refrigerants, and other commodities. We are also exposed to fluctuations in petroleum costs as we deliver a substantial portion of the products we sell by truck. We seek to minimize the effects of inflation and changing prices through economies of scale in purchasing and inventory management resulting in cost reductions and productivity improvements as well as price increases to maintain reasonable gross margins.

        As discussed above, our results of operations were impacted by fluctuating commodity prices based on our ability or inability to pass increases in the costs of certain commodity-based products to our customers through price increases. Such commodity price fluctuations have from time to time produced volatility in our financial performance and could do so in the future.

Interest rate risk related to debt

        We are subject to interest rate risk associated with our debt. While changes in interest rates impact the fair value of the fixed-rate debt, there is no impact to earnings and cash flow. Alternatively, while changes in interest rates do not affect the fair value of our variable-rate debt, they do affect future earnings and cash flows.

        HDS's Senior ABL Facility and Term Loan Facility bear variable interest rates.

    The Senior ABL Facility bears interest (i) in the case of U.S. dollar denominated loans, either at LIBOR or the Prime Rate, at the option of the Company, plus applicable borrowing margins and (ii) in the case of Canadian dollar denominated loans, either at the BA Rate or the Canadian Prime Rate, at the option of the Company, plus applicable borrowing margins. The borrowing margins are defined by a pricing grid, as included in the ABL Facility agreement, based on average excess availability for the previous quarter.

    The Term B-5 Loans bear interest at the applicable margin for borrowings of 1.75% for LIBOR borrowings and 0.75% for base rate borrowings, with a LIBOR floor of zero.

        On October 24, 2018, we entered into an interest rate swap agreement with a notional amount of $750 million, designated as a cash flow hedge in accordance with ASC 815, Derivatives and Hedging, to

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hedge the variability of cash flows in interest payments associated with our variable-rate debt. The interest rate swap agreement swaps a LIBOR rate for a fixed rate of 3.07% and matures on October 17, 2023. The swap effectively converts a portion of the Company's Term B-5 Loans from a rate of LIBOR plus 1.75% to a 4.82% fixed rate.

        After giving effect to our interest rate swap agreement, a 1% increase in interest rates on our variable-rate debt would increase our annual forecasted interest expense by approximately $7 million based on our outstanding borrowings as of February 3, 2019. See "Part 1. Item 1A. Risk Factors—Risks Relating to Our Indebtedness—Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability."

Off-balance sheet arrangements

        In accordance with generally accepted accounting principles in the United States of America, operating leases for a portion of our real estate and other assets are not reflected in our Consolidated Balance Sheets.

Contractual obligations

        The following table discloses aggregate information about our contractual obligations as of February 3, 2019 and the periods in which payments are due (amounts in millions):

 
   
  Payments due by period  
 
  Total   Fiscal
2019
  Fiscal
2020 - 2021
  Fiscal
2022 - 2023
  Fiscal years
after 2023
 

Long-term debt

  $ 2,165   $ 11   $ 21   $ 1,383   $ 750  

Interest on long-term debt(i)

    597     105     209     173     110  

Operating leases

    513     140     192     103     78  

Purchase obligations(ii)

    312     310     2          

Total contractual cash obligations(iii)

  $ 3,587   $ 566   $ 424   $ 1,659   $ 938  

(i)
The interest rates for the Senior ABL Facility and Term Loans are calculated based on the rates as of February 3, 2019. Total future interest on long-term debt includes the effect of the interest rate swap agreement.

(ii)
Purchase obligations include various commitments with vendors to purchase goods and services, primarily inventory. These purchase obligations are generally cancelable, but the Company has no intent to cancel. The Company has IT service contracts payable through fiscal 2021.

(iii)
The contractual obligations table excludes (a) $2 million of unrecognized tax benefits due to uncertainty regarding the timing of future cash payments, if any, related to the liabilities recorded in accordance with the GAAP guidance for uncertain tax positions and (b) minimum lease payments for the Company's headquarters in Atlanta, Georgia, as the property was purchased on February 4, 2019. For additional information, see Note 12, Supplemental Balance Sheet and Cash Flow Information—Corporate Headquarters, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Recent accounting pronouncements

        See Note 1, Nature of Business and Summary of Significant Accounting Policies, in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

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Our critical accounting policies include:

Revenue recognition

        We recognize revenue, net of allowances for returns and taxes collected from the customer, when an identified performance obligation is satisfied by the transfer of control of promised products or services to the customer. We ship products to customers by internal fleet and third-party carriers. Transfer of control to the customer for products generally occurs at the point of destination (i.e., upon transfer of title and risk of loss of product). Transfer of control to the customer for services occurs when the customer has the right to direct the use of and obtain substantially all of the remaining benefits of the asset that is created or enhanced from the service. We account for shipping and handling costs associated with outbound freight as a fulfillment costs. Such costs are included in Selling, general and administrative expenses.

Allowance for doubtful accounts

        We evaluate the collectability of accounts receivable based on numerous factors, including past transaction history with customers, their credit worthiness and an assessment of our lien and bond rights. Initially, we estimate an allowance for doubtful accounts as a percentage of aged receivables. This estimate is periodically adjusted when we become aware of a specific customer's inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in our historical collection patterns. While we have a large customer base that is geographically dispersed, a slowdown in the markets in which we operate may result in higher than expected uncollectible accounts, and, as a result, the need to revise estimates for bad debts. To the extent historical credit experience is not indicative of future performance or other assumptions used by management do not prevail, the allowance for doubtful accounts could differ significantly, resulting in either higher or lower future provisions for doubtful accounts.

Inventories

        Inventories consist primarily of finished goods and are carried at the lower of cost or net realizable value. The cost of substantially all of our inventories is determined by the moving or weighted average cost method. We evaluate our inventory value at the end of each quarter to ensure that it is carried at the lower of cost or net realizable value. This evaluation includes an analysis of historical physical inventory results, a review of potential excess and obsolete inventories based on inventory aging and anticipated future demand. Periodically, each location's perpetual inventory records are adjusted to reflect any declines in net realizable value below inventory carrying cost. To the extent historical physical inventory results are not indicative of future results and if future events impact, either favorably or unfavorably, the saleability of our products or our relationship with certain key vendors, our inventory reserves could differ significantly, resulting in either higher or lower future inventory provisions.

Consideration received from vendors

        We enter into agreements with many of our vendors providing for inventory purchase rebates ("vendor rebates") upon achievement of specified volume purchasing levels. We accrue the receipt of vendor rebates as part of our cost of sales for products sold based on progress towards earning the vendor rebates, taking into consideration cumulative purchases of inventory to date and projected purchases through the end of the year. An estimate of vendor rebates is included in the carrying value of inventory at each period end for vendor rebates to be received on products not yet sold. While we believe we will continue to receive consideration from vendors in fiscal 2019 and thereafter, there can be no assurance that vendors will continue to provide comparable amounts of vendor rebates in the future.

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Impairment of long-lived assets

        Long-lived assets, including property and equipment, are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. To analyze recoverability, we project undiscounted future cash flows over the remaining life of the asset. If these projected cash flows are less than the carrying amount, an impairment loss is recognized based on the fair value of the asset less any costs of disposition. Our judgment regarding the existence of impairment indicators are based on market and operational performance. Future events could cause us to conclude that impairment indicators exist and that assets are impaired. Evaluating the impairment also requires us to estimate future operating results and cash flows that require judgment by management. If different estimates were used, the amount and timing of asset impairments could be affected.

Business Combinations, Goodwill, and Other Intangible Assets

        We allocate the purchase price paid for business acquisitions to identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price paid over the fair values of these identifiable assets and liabilities is allocated to goodwill. The allocation of the purchase price paid requires management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates can include, but are not limited to, timing and amounts of future expected cash flows of acquired customers and trade names from a market participant perspective, estimated revenue growth rates, estimates of useful lives, and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

        We periodically assess the carrying value of goodwill by reviewing the fair value of the net assets underlying all acquisition-related goodwill on a reporting unit basis. We assess the recoverability of goodwill in the fourth quarter of each fiscal year.

        We also use judgment in assessing whether we need to test goodwill more frequently for impairment than annually given factors such as unexpected adverse economic conditions, competition, product changes and other events. If the carrying amount of a reporting unit that contains goodwill exceeds fair value, a possible impairment would be indicated.

        We determine the fair value of a reporting unit using a discounted cash flow ("DCF") analysis and a market comparable method, with each method being equally weighted in the calculation.

        Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market comparable approach. The cash flows employed in the DCF analyses are based on the Company's most recent long-range forecast and, for years beyond the forecast, the Company's estimates, which are based on estimated exit multiples times the final forecasted year earnings before interest, taxes, depreciation and amortization. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. For the market comparable approach, the Company evaluated comparable company public trading values, using earnings multiples and sales multiples that are used to value the reporting units.

        There was no indication of impairment in any of the Company's reporting units in the fiscal 2018, fiscal 2017 or fiscal 2016 annual tests.

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        The Company's DCF model is based on our expectation of future market conditions for each of the reporting units, as well as discount rates that would be used by market participants in an arms-length transaction. Future events could cause the Company to conclude that market conditions have declined or discount rates have increased to the extent that the Company's goodwill could be further impaired. It is not possible at this time to determine if any such future impairment charge would result.

Income Taxes

        Income taxes are determined under the asset and liability method as required by ASC 740, "Income Taxes." Income tax expense or benefit is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

        At February 3, 2019, the Company's U.S. operations continued to have cumulative consolidated pre-tax income for the most recent three-year period. Management concluded that as a consequence of the Company's three-year cumulative consolidated pre-tax income, generating taxable income in fiscal 2016, 2017, and 2018, the Company's long net operating loss carryforward periods, a significant reduction in the Company's recent interest expense, a projected further reduction in the Company's future interest expense, and the Company's business plan for fiscal 2019 and beyond showing continued profitability, that it is more likely than not that substantially all of the Company's U.S. deferred tax assets will be realized. As a result, the Company concluded that no additional valuation allowance on its U.S. Federal and state deferred tax assets was necessary.

        The Company follows the GAAP guidance for uncertain tax positions within ASC 740, "Income Taxes." ASC 740 provides guidance related to the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The standard prescribes the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. Initial recognition, derecognition and measurement is based on management's judgment given the facts, circumstances and information available at the reporting date. We reevaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an additional charge to the tax provision.

        For the Global Intangible Low-Tax Income ("GILTI") provisions of the Tax Cuts and Jobs Act of 2017, the Company has elected GILTI as a period cost if and when incurred.

Self-insurance

        We have a high deductible insurance program for most losses related to general liability, product liability, environmental liability, automobile liability, workers' compensation, and we are self-insured for medical claims, while maintaining per employee stop loss coverage, and certain legal claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience. To the extent the projected future development of the losses resulting from environmental, workers' compensation, automobile, general and product liability claims incurred as of February 3, 2019

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differs from the actual development of such losses in future periods, our insurance reserves could differ significantly, resulting in either higher or lower future insurance expense.

Management estimates

        Management believes the assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, and in certain situations, could have a material adverse effect on our financial condition.

Stock-Based Compensation

        Our stock option expense is estimated at the grant date based on an award's fair value as calculated by the Black-Scholes option-pricing model and is recognized as an expense over the requisite service period. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life. If any of the assumptions used in the Black-Scholes model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, we estimate an expected forfeiture rate on all of our stock-based compensation awards and only recognize expense for those awards expected to vest. We estimate the forfeiture rate based on historical experience. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly. See Note 10—Stock Based Compensation and Employee Benefit Plans in the Notes to the Consolidated Financial Statements within "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report on Form 10-K.

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

        The information required by this Item is included under "Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" under the caption "Commodity and interest rate risk."

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HD SUPPLY

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to financial statements

 
  Page

HD Supply Holdings, Inc.

   

Report of Independent Registered Public Accounting Firm

  68

HD Supply, Inc.

 
 

Report of Independent Registered Public Accounting Firm

  70

HD Supply Holdings, Inc.

 
 

Consolidated statements of operations and comprehensive income for (i) the fiscal year ended February 3, 2019, (ii) the fiscal year ended January 28, 2018, and (iii) the fiscal year ended January 29, 2017

  72

Consolidated balance sheets as of February 3, 2019 and January 28, 2018

  73

Consolidated statements of stockholders' equity for (i) the fiscal year ended February 3, 2019, (ii) the fiscal year ended January 28, 2018, and (iii) the fiscal year ended January 29, 2017

  74

Consolidated statements of cash flows for (i) the fiscal year ended February 3, 2019, (ii) the fiscal year ended January 28, 2018, and (iii) the fiscal year ended January 29, 2017

  75

HD Supply, Inc.

 
 

Consolidated statements of operations and comprehensive income for (i) the fiscal year ended February 3, 2019, (ii) the fiscal year ended January 28, 2018, and (iii) the fiscal year ended January 29, 2017

  76

Consolidated balance sheets as of February 3, 2019 and January 28, 2018

  77

Consolidated statements of stockholder's equity for (i) the fiscal year ended February 3, 2019, (ii) the fiscal year ended January 28, 2018, and (iii) the fiscal year ended January 29, 2017

  78

Consolidated statements of cash flows for (i) the fiscal year ended February 3, 2019, (ii) the fiscal year ended January 28, 2018, and (iii) the fiscal year ended January 29, 2017

  79

Notes to consolidated financial statements

  80

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
HD Supply Holdings, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

        We have audited the accompanying consolidated balance sheets of HD Supply Holdings, Inc. and its subsidiaries (the "Company") as of February 3, 2019 and January 28, 2018, and the related consolidated statements of operations and comprehensive income, of stockholders' equity and of cash flows for each of the three years in the period ended February 3, 2019, including the related notes, schedule of condensed consolidated financial information of registrant, and schedule of valuation and qualifying accounts for each of the three years in the period ended February 3, 2019 appearing under Item 15(c) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of February 3, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3, 2019 and January 28, 2018, and the results of their operations and their cash flows for each of the three years in the period ended February 3, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 3, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO.

Basis for Opinions

        The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

        We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

        Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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Definition and Limitations of Internal Control over Financial Reporting

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
March 18, 2019

We have served as the Company's auditor since 2013.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of
HD Supply, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

        We have audited the accompanying consolidated balance sheets of HD Supply, Inc. and its subsidiaries (the "Company") as of February 3, 2019 and January 28, 2018, and the related consolidated statements of operations and comprehensive income, of stockholder's equity and of cash flows for each of the three years in the period ended February 3, 2019, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended February 3, 2019 appearing under Item 15(c) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of February 3, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3, 2019 and January 28, 2018, and the results of their operations and their cash flows for each of the three years in the period ended February 3, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 3, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO.

Basis for Opinions

        The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

        We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

        Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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Definition and Limitations of Internal Control over Financial Reporting

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
March 18, 2019

We have served as the Company's auditor since 2008.

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HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Amounts in millions, except share and per share data

 
  Fiscal Year Ended  
 
  February 3,
2019
  January 28,
2018
  January 29,
2017
 

Net Sales

  $ 6,047   $ 5,121   $ 4,819  

Cost of sales

    3,672     3,088     2,894  

Gross Profit

    2,375     2,033     1,925  

Operating expenses:

                   

Selling, general and administrative

    1,543     1,334     1,269  

Depreciation and amortization

    99     85     84  

Restructuring

    9     6     7  

Total operating expenses

    1,651     1,425     1,360  

Operating Income

    724     608     565  

Interest expense

    130     166     269  

Interest (income)

    (1 )   (2 )    

Loss on extinguishment & modification of debt

    69     84     179  

Income from Continuing Operations Before Provision for Income Taxes

    526     360     117  

Provision for income taxes

    135     193     51  

Income from Continuing Operations

    391     167     66  

Income from discontinued operations, net of tax

    3     803     130  

Net Income

  $ 394   $ 970   $ 196  

Other comprehensive income (loss):

                   

Foreign currency translation adjustment

    2     (2 )   1  

Unrealized loss on cash flow hedge, net of tax of $5, $—, $—              

    (15 )        

Total Comprehensive Income

  $ 381   $ 968   $ 197  

Weighted Average Common Shares Outstanding (thousands)

                   

Basic

    181,099     192,236     199,385  

Diluted

    181,929     193,668     202,000  

Basic Earnings Per Share(1):

                   

Income from Continuing Operations

  $ 2.16   $ 0.87   $ 0.33  

Income from Discontinued Operations

  $ 0.02   $ 4.18   $ 0.65  

Net Income

  $ 2.18   $ 5.05   $ 0.98  

Diluted Earnings Per Share(1):

                   

Income from Continuing Operations

  $ 2.15   $ 0.86   $ 0.33  

Income from Discontinued Operations

  $ 0.02   $ 4.15   $ 0.64  

Net Income

  $ 2.17   $ 5.01   $ 0.97  

(1)
May not foot due to rounding.

   

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

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HD SUPPLY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Amounts in millions, except share and per share data

 
  February 3,
2019
  January 28,
2018
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 38   $ 558  

Receivables, less allowance for doubtful accounts of $18 and $12

    732     612  

Inventories

    766     674  

Other current assets

    50     31  

Total current assets

    1,586     1,875  

Property and equipment, net

    370     325  

Goodwill

    1,990     1,807  

Intangible assets, net

    191     91  

Deferred tax asset

    78     205  

Other assets

    18     15  

Total assets

  $ 4,233   $ 4,318  

LIABILITIES AND STOCKHOLDERS' EQUITY

             

Current liabilities:

             

Accounts payable

  $ 367   $ 377  

Accrued compensation and benefits

    109     95  

Current installments of long-term debt

    11     11  

Other current liabilities

    259     138  

Total current liabilities

    746     621  

Long-term debt, excluding current installments

    2,129     2,090  

Other liabilities

    77     141  

Total liabilities

    2,952     2,852  

Stockholders' equity:

             

Common stock, par value $0.01; 1 billion shares authorized; 170.7 million and 185.7 million shares issued and outstanding at February 3, 2019 and January 28, 2018, respectively

    2     2  

Paid-in capital

    4,067     4,029  

Accumulated deficit

    (1,572 )   (1,966 )

Accumulated other comprehensive loss

    (30 )   (17 )

Treasury stock, at cost, 34.2 million and 18.2 million shares at February 3, 2019 and January 28, 2018, respectively

    (1,186 )   (582 )

Total stockholders' equity

    1,281     1,466  

Total liabilities and stockholders' equity

  $ 4,233   $ 4,318  

   

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

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HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Dollars in millions, shares in thousands

 
   
   
  Amounts  
 
  Shares    
   
   
   
  Accumulated
Other
Comprehensive
Income
(Loss)(1)
   
 
 
  Common
Stock
  Treasury   Common
Stock
  Treasury
Stock
  Paid-in
Capital
  Accumulated
Deficit
  Total
Equity
 

Balance at January 31, 2016

    200,172     (58 ) $ 2   $ (1 ) $ 3,909   $ (3,150 ) $ (16 ) $ 744  

Net income

                                  196           196  

Other comprehensive income (loss):

                                                 

Foreign currency translation adjustment

                                        1     1  

Purchase of common stock

          (953 )         (33 )                     (33 )

Shares issued under employee benefit plans

    2,232                     33                 33  

Stock-based compensation

                            20                 20  

Share retirement(2)

    (450 )   450           14           (14 )          

Other

                                  (1 )         (1 )

Balance at January 29, 2017

    201,954     (561 ) $ 2   $ (20 ) $ 3,962   $ (2,969 ) $ (15 ) $ 960  

Cumulative effect of accounting change

                                  56           56  

Net income

                                  970           970  

Other comprehensive income (loss):

                                                 

Foreign currency translation adjustment

                                        (2 )   (2 )

Purchase of common stock

          (18,236 )         (584 )                     (584 )

Shares issued under employee benefit plans

    2,571                     41                 41  

Stock-based compensation

                            26                 26  

Share retirement(2)

    (611 )   611           23           (23 )          

Shares withheld for taxes

          (4 )                                

Other

                      (1 )                 (1 )

Balance at January 28, 2018

    203,914     (18,190 ) $ 2   $ (582 ) $ 4,029   $ (1,966 ) $ (17 ) $ 1,466