UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~April 17~~June 4, 2013 (~~April 12~~May 30, 2013)

HD SUPPLY, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-159809	75-2007383
(State or other Jurisdiction	(Commission File Number)	(I.R.S Employer
of Incorporation)		Identification Number)

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

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

Not Applicable

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

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

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

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

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

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

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

~~The~~On ~~information~~May ~~contained~~30, in2013, ~~this~~HD ~~report~~Supply, ~~including~~Inc. ~~Exhibit 99~~(the “Company”) entered into a commitment letter (the “Commitment Letter”) with General Electric Capital Corporation, Bank of America, N.1A., ~~attached~~Barclays ~~hereto~~Bank PLC, isJPMorgan ~~being~~Chase ~~furnished~~Bank, ~~and~~N.A., ~~shall~~Wells ~~not~~Fargo beBank, ~~deemed~~N.A., ~~filed~~Credit ~~for~~Suisse ~~purposes~~AG, ofCayman ~~Section 18~~Islands ofBranch, ~~the~~Citigroup ~~Securities~~Global ~~Exchange~~Markets ~~Act~~Inc., on behalf of ~~1934~~itself and Citibank, asN.A., ~~amended~~Citicorp USA, orInc., ~~otherwise~~Citicorp North America, Inc., Deutsche Bank Trust Company Americas, UBS Loan Finance LLC, Goldman Sachs Bank USA, PNC Bank, National Association and SunTrust Bank (the “Committed Lenders”), under which the Committed Lenders have committed, subject to the ~~liabilities~~terms ofand ~~Section 18. Furthermore~~conditions set forth in the Commitment Letter, to provide the ~~information~~Company ~~contained~~with an amendment (the “Amendment”) to its existing ABL Credit Agreement, dated as of April 12, 2012, in ~~this~~the ~~report~~aggregate ~~shall~~principal ~~not~~amount beof ~~deemed~~$1,500,000,000 to(the be“ABL ~~incorporated~~Facility”). The bycommitment ~~reference~~to enter into ~~any~~the ~~registration~~Amendment ~~statement~~will orexpire ~~other~~on ~~document~~October ~~filed~~15, ~~pursuant~~2013 and is subject to the ~~Securities~~initial ~~Act~~public offering of ~~1933,~~HD asSupply ~~amended~~Holdings, Inc.

OnThe ~~April 12,~~Amendment ~~2013,~~will HD(i) ~~Supply, Inc~~reduce the applicable margin for borrowings under the ABL Facility by 0.25%; (ii) reduce the ~~“Company”~~commitment orfee ~~“HD~~applicable ~~Supply”~~thereunder; (iii) ~~issued~~extend athe ~~press~~maturity ~~release,~~date ~~filed~~of asthe ~~Exhibit 99.1~~ABL ~~and~~Facility ~~incorporated~~to ~~herein~~the bydate ~~reference~~that is five years from the Amendment effective date (or, ~~announcing~~if earlier, the maturity date under the Company’s ~~financial~~Cash ~~results~~Flow ~~for~~Facility); (iv) make certain changes to the ~~three~~borrowing ~~months~~base and ~~fiscal~~(v) ~~year~~reduce ~~ended~~the ~~February 3,~~sublimit ~~2013~~available for letters of credit under the ABL Facility from $400.0 million to $250.0 million.

ToThe ~~provide~~foregoing ~~clarity,~~description ~~internally~~of ~~and~~the ~~externally,~~Commitment ~~about~~Letter HDis ~~Supply’s~~qualified ~~operating~~in ~~performance~~its ~~for~~entirety ~~the~~by ~~recently~~reference ~~completed~~to ~~fiscal~~the ~~quarter~~Commitment ~~and fiscal year~~Letter, HDwhich ~~Supply~~is ~~supplemented~~filed ~~its~~as ~~reporting~~Exhibit of10.1 ~~loss~~hereto ~~from~~and ~~continuing~~incorporated ~~operations~~by ~~with~~reference ~~non-GAAP measurements, including Adjusted EBITDA~~herein.

The Company presents Adjusted EBITDA because it is a primary measure used by management to evaluate operating performance. The Company believes the presentation of Adjusted EBITDA enhances investors’ overall understanding of the financial performance of the Company’s business. Adjusted EBITDA is defined as Net income (loss) less Income (loss) from discontinued operations, net of tax, plus (i) Interest expense and Interest income, net, (ii) Provision (benefit) for income taxes, (iii) Depreciation and amortization and further adjusted to exclude non-cash items and certain other adjustments to Consolidated Net Income.

Item 9.01		Financial Statements and Exhibits.
(d)		Exhibit 10.1		Commitment Letter, dated May 30, 2013, by and among HD Supply, Inc. and the Committed Lenders named therein.

Adjusted EBITDA is not a recognized term under accounting principles generally accepted in the United States of America (“GAAP”) and does not purport to be an alternative to Net income (loss) as a measure of operating performance. The Company believes Adjusted EBITDA is helpful in highlighting operating trends, because it excludes the results of decisions that 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. The Company further believes that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results. The Company compensates 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, the Company’s presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.2

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as substitute for analyzing the Company’s results as reported under GAAP. Some of these limitations are:SIGNATURE

~~· Adjusted~~Pursuant ~~EBITDA~~to ~~does~~the ~~not~~requirements ~~reflect~~of ~~changes~~the ~~in,~~Securities orExchange ~~cash~~Act ~~requirements~~of ~~for~~1934, as amended, the ~~Company’s~~registrant ~~working~~has ~~capital~~duly ~~needs;~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Date: June 4, 2013	HD Supply, Inc.

	By:	/s/ Ricardo Nunez
		Ricardo Nunez
		Senior Vice President, General Counsel and Corporate Secretary

~~· Adjusted EBITDA does not reflect the Company’s income tax expenses or the cash requirements to pay the Company’s taxes;~~3

~~· Adjusted~~EXHIBIT ~~EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and~~INDEX

· 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.

Exhibit Number		Description

10.1		Commitment Letter, dated May 30, 2013, by and among HD Supply, Inc. and the Committed Lenders named therein.

~~Item 9.01 Financial Statements and Exhibits.~~4

(d) Exhibits. The following exhibit is being furnished as part of this report:

Exhibit No.		Description of Exhibit
99.1		Press Release “HD Supply, Inc. Announces Fiscal 2012 Fourth-Quarter and Full-Year Results,” dated April 12, 2013.

SIGNATURE

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

Date: April 17, 2013	HD Supply, Inc.
	By:	/s/ Ricardo J. Nunez
	Name:	Ricardo J. Nunez
	Title:	Senior Vice President, General Counsel and Corporate Secretary

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