Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION 2028 Debentures. All of NMG’s obligations under the 2028 Debentures are guaranteed by the Company. The guarantee by the Company is full and unconditional and is subject to automatic release if the requirements for legal defeasance or covenant defeasance of the 2028 Debentures are satisfied, or if NMG’s obligations under the indenture governing the 2028 Debentures are discharged. Currently, the Company’s non-guarantor subsidiaries under the 2028 Debentures consist principally of (i) Bergdorf Goodman, Inc., through which we conduct the operations of our Bergdorf Goodman stores, (ii) NM Nevada Trust, which holds legal title to certain real property and intangible assets used by NMG in conducting its operations and (iii) NMG Germany GmbH, through which we conduct the operations of MyTheresa. The following condensed consolidating financial information represents the financial information of the Company and its non-guarantor subsidiaries under the 2028 Debentures, prepared on the equity basis of accounting. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the non-guarantor subsidiaries operated as independent entities. August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 19,812 $ — $ 72,974 Merchandise inventories — 970,295 184,549 — 1,154,844 Other current assets — 138,966 18,082 (165 ) 156,883 Total current assets — 1,162,423 222,443 (165 ) 1,384,701 Property and equipment, net — 1,359,118 118,768 — 1,477,886 Intangible assets, net — 625,937 2,972,625 — 3,598,562 Goodwill — 1,611,365 661,118 — 2,272,483 Other assets — 140,776 1,354 — 142,130 Intercompany notes receivable — 150,028 — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — (5,031,424 ) — Total assets $ 1,413,744 $ 8,667,327 $ 3,976,308 $ (5,181,617 ) $ 8,875,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 51,910 $ — $ 342,999 Accrued liabilities — 380,255 85,312 (165 ) 465,402 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 700,770 137,222 (165 ) 837,827 Long-term liabilities: Long-term debt — 4,681,309 — — 4,681,309 Intercompany notes payable — — 150,028 (150,028 ) — Deferred income taxes — 1,454,278 16,813 — 1,471,091 Other long-term liabilities — 417,226 54,565 — 471,791 Total long-term liabilities — 6,552,813 221,406 (150,028 ) 6,624,191 Total member equity 1,413,744 1,413,744 3,617,680 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,667,327 $ 3,976,308 $ (5,181,617 ) $ 8,875,762 August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 195,004 $ 1,472 $ — $ 196,476 Merchandise inventories — 953,936 115,696 — 1,069,632 Other current assets — 131,894 11,772 — 143,666 Total current assets — 1,280,834 128,940 — 1,409,774 Property and equipment, net — 1,275,264 115,002 — 1,390,266 Intangible assets, net — 708,125 2,944,859 — 3,652,984 Goodwill — 1,669,364 479,263 — 2,148,627 Other assets — 158,637 1,438 — 160,075 Investments in subsidiaries 1,432,594 3,560,258 — (4,992,852 ) — Total assets $ 1,432,594 $ 8,652,482 $ 3,669,502 $ (4,992,852 ) $ 8,761,726 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 343,783 $ 31,302 $ — $ 375,085 Accrued liabilities — 375,640 76,532 — 452,172 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 748,849 107,834 — 856,683 Long-term liabilities: Long-term debt — 4,580,521 — — 4,580,521 Deferred income taxes — 1,540,076 — — 1,540,076 Other long-term liabilities — 350,442 1,410 — 351,852 Total long-term liabilities — 6,471,039 1,410 — 6,472,449 Total member equity 1,432,594 1,432,594 3,560,258 (4,992,852 ) 1,432,594 Total liabilities and member equity $ 1,432,594 $ 8,652,482 $ 3,669,502 $ (4,992,852 ) $ 8,761,726 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 967,133 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 627,711 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 186,816 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — (52,769 ) Depreciation expense — 163,737 21,813 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 55,095 — 137,280 Other expenses — 31,881 7,593 — 39,474 Operating earnings — 244,559 73,440 — 317,999 Interest expense, net — 287,776 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — Foreign currency loss (gain) — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Earnings (loss) before income taxes 14,949 16,645 201,620 (205,138 ) 28,076 Income tax expense (benefit) — 15,023 (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 204,982 $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 110,921 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — (40,672 ) Depreciation expense — 100,097 13,237 — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — 148,626 Other expenses — 78,467 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 42,634 — 8,831 Interest expense, net — 232,739 — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 149,417 (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 149,417 $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 926,436 $ 202,702 $ — $ 1,129,138 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 568,665 116,743 — 685,408 Selling, general and administrative expenses (excluding depreciation) — 229,935 36,453 — 266,388 Income from credit card program — (13,271 ) (1,382 ) — (14,653 ) Depreciation expense — 31,057 3,182 — 34,239 Amortization of intangible assets and favorable lease commitments — 8,773 2,947 — 11,720 Other expenses — 112,377 1,523 — 113,900 Operating earnings (loss) — (11,100 ) 43,236 — 32,136 Interest expense, net — 37,315 — — 37,315 Intercompany royalty charges (income) — 32,907 (32,907 ) — — Equity in loss (earnings) of subsidiaries 13,098 (76,143 ) — 63,045 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 76,143 (63,045 ) (5,179 ) Income tax expense — 7,919 — — 7,919 Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 76,143 $ (63,045 ) $ (13,098 ) Total other comprehensive earnings (loss), net of tax 1,324 1,324 — (1,324 ) 1,324 Total comprehensive earnings (loss) $ (11,774 ) $ (11,774 ) $ 76,143 $ (64,369 ) $ (11,774 ) Fiscal year ended August 3, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,875,580 $ 772,669 $ — $ 4,648,249 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,500,640 494,723 — 2,995,363 Selling, general and administrative expenses (excluding depreciation) — 911,850 135,946 — 1,047,796 Income from credit card program — (48,635 ) (4,738 ) — (53,373 ) Depreciation expense — 127,606 13,909 — 141,515 Amortization of intangible assets and favorable lease commitments — 35,092 12,344 — 47,436 Other expenses — 10,000 13,125 — 23,125 Operating earnings — 339,027 107,360 — 446,387 Interest expense, net — 168,952 3 — 168,955 Intercompany royalty charges (income) — 130,459 (130,459 ) — — Equity in loss (earnings) of subsidiaries (163,699 ) (237,816 ) — 401,515 — Earnings (loss) before income taxes 163,699 277,432 237,816 (401,515 ) 277,432 Income tax expense — 113,733 — — 113,733 Net earnings (loss) $ 163,699 $ 163,699 $ 237,816 $ (401,515 ) $ 163,699 Total other comprehensive earnings (loss), net of tax 41,263 41,263 — (41,263 ) 41,263 Total comprehensive earnings (loss) $ 204,962 $ 204,962 $ 237,816 $ (442,778 ) $ 204,962 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 76,908 — 347,390 Deferred income taxes — (62,143 ) (7,593 ) — (69,736 ) Non-cash charges related to acquisitions — — 13,994 — 13,994 Other — (5,430 ) 21,548 (13,327 ) 2,791 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Changes in operating assets and liabilities, net — 11,467 (92,470 ) — (81,003 ) Net cash provided by operating activities — 156,136 72,249 — 228,385 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (248,286 ) (22,182 ) — (270,468 ) Acquisition of MyTheresa — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (203,909 ) — (452,195 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — 530,000 Repayment of borrowings — (429,427 ) — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) 150,000 — — Debt issuance costs paid — (265 ) — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) 150,000 — 100,308 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) 18,340 — (123,502 ) Beginning balance — 195,004 1,472 — 196,476 Ending balance $ — $ 53,162 $ 19,812 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — 279,077 Loss on debt extinguishment — 7,882 — — 7,882 Deferred income taxes — (117,874 ) — — (117,874 ) Non-cash charges related to the Acquisition — 145,062 — — 145,062 Other — 4,878 3,666 — 8,544 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Changes in operating assets and liabilities, net — 216,411 (121,634 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 (20,921 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — (3,388,585 ) Investment in Asian e-commerce retailer — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) 21,314 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — 170,000 Borrowings under Senior Secured Term Loan Facility — 2,950,000 — — 2,950,000 Borrowings under Cash Pay Notes — 960,000 — — 960,000 Borrowings under PIK Toggle Notes — 600,000 — — 600,000 Repayment of borrowings — (2,770,185 ) — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — (178,606 ) Cash equity contributions — 1,557,350 — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — 3,288,559 CASH AND CASH EQUIVALENTS Increase during the period — 79,959 393 — 80,352 Beginning balance — 115,045 1,079 — 116,124 Ending balance $ — $ 195,004 $ 1,472 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 76,143 $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 42,296 6,129 — 48,425 Deferred income taxes — (6,326 ) — — (6,326 ) Other — 5,068 1,457 — 6,525 Intercompany royalty income payable (receivable) — 32,907 (32,907 ) — — Equity in loss (earnings) of subsidiaries 13,098 (76,143 ) — 63,045 — Changes in operating assets and liabilities, net — 21,469 (44,684 ) — (23,215 ) Net cash provided by operating activities — 6,173 6,138 — 12,311 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (30,051 ) (5,908 ) — (35,959 ) Net cash used for investing activities — (30,051 ) (5,908 ) — (35,959 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Former Asset-Based Revolving Credit Facility — 130,000 — — 130,000 Repayment of borrowings — (126,904 ) — — (126,904 ) Net cash provided by financing activities — 3,096 — — 3,096 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (20,782 ) 230 — (20,552 ) Beginning balance — 135,827 849 — 136,676 Ending balance $ — $ 115,045 $ 1,079 $ — $ 116,124 Fiscal year ended August 3, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 163,699 $ 163,699 $ 237,816 $ (401,515 ) $ 163,699 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 171,102 26,253 — 197,355 Loss on debt extinguishment — 15,597 — — 15,597 Deferred income taxes — (19,439 ) — — (19,439 ) Other — 5,785 12,973 — 18,758 Intercompany royalty income payable (receivable) — 130,459 (130,459 ) — — Equity in loss (earnings) of subsidiaries (163,699 ) (237,816 ) — 401,515 — Changes in operating assets and liabilities, net — 95,260 (121,871 ) — (26,611 ) Net cash provided by operating activities — 324,647 24,712 — 349,359 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (131,697 ) (14,808 ) — (146,505 ) Investment in Asian e-commerce retailer — — (10,000 ) — (10,000 ) Net cash used for investing activities — (131,697 ) (24,808 ) — (156,505 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Former Asset-Based Revolving Credit Facility — 100,000 — — 100,000 Borrowings under Former Senior Secured Term Loan Facility — 500,000 — — 500,000 Repayment of borrowings — (695,668 ) — — (695,668 ) Debt issuance costs paid — (9,763 ) — — (9,763 ) Net cash used for financing activities — (105,431 ) — — (105,431 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 87,519 (96 ) — 87,423 Beginning balance — 48,308 945 — 49,253 Ending balance $ — $ 135,827 $ 849 $ — $ 136,676 |