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. January 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 42,878 $ 14,040 $ — $ 56,918 Merchandise inventories — 966,651 199,031 — 1,165,682 Other current assets — 154,934 18,298 (5,098 ) 168,134 Total current assets — 1,164,463 231,369 (5,098 ) 1,390,734 Property and equipment, net — 1,397,017 135,550 — 1,532,567 Intangible assets, net — 596,175 2,943,750 — 3,539,925 Goodwill — 1,611,365 658,736 — 2,270,101 Other long-term assets — 130,047 2,163 — 132,210 Intercompany notes receivable — 189,841 — (189,841 ) — Investments in subsidiaries 1,407,908 3,550,224 — (4,958,132 ) — Total assets $ 1,407,908 $ 8,639,132 $ 3,971,568 $ (5,153,071 ) $ 8,865,537 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 242,549 $ 44,914 $ — $ 287,463 Accrued liabilities — 387,720 143,690 (5,098 ) 526,312 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 659,695 188,604 (5,098 ) 843,201 Long-term liabilities: Long-term debt — 4,701,702 — — 4,701,702 Intercompany notes payable — — 189,841 (189,841 ) — Deferred income taxes — 1,431,922 14,295 — 1,446,217 Other long-term liabilities — 437,905 28,604 — 466,509 Total long-term liabilities — 6,571,529 232,740 (189,841 ) 6,614,428 Total member equity 1,407,908 1,407,908 3,550,224 (4,958,132 ) 1,407,908 Total liabilities and member equity $ 1,407,908 $ 8,639,132 $ 3,971,568 $ (5,153,071 ) $ 8,865,537 August 1, 2015 (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 long-term 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 January 31, 2015 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 118,904 $ 8,198 $ — $ 127,102 Merchandise inventories — 939,788 171,892 — 1,111,680 Other current assets — 138,450 14,340 (13 ) 152,777 Total current assets — 1,197,142 194,430 (13 ) 1,391,559 Property and equipment, net — 1,309,780 115,397 — 1,425,177 Intangible assets, net — 656,942 3,008,069 — 3,665,011 Goodwill — 1,669,364 613,332 — 2,282,696 Other long-term assets — 145,151 1,396 — 146,547 Intercompany notes receivable — 150,000 — (150,000 ) — Investments in subsidiaries 1,449,729 3,568,741 — (5,018,470 ) — Total assets $ 1,449,729 $ 8,697,120 $ 3,932,624 $ (5,168,483 ) $ 8,910,990 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 267,576 $ 39,604 $ — $ 307,180 Accrued liabilities — 391,485 98,861 (13 ) 490,333 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 688,487 138,465 (13 ) 826,939 Long-term liabilities: Long-term debt — 4,690,915 — — 4,690,915 Intercompany notes payable — — 150,000 (150,000 ) — Deferred income taxes — 1,494,953 24,366 — 1,519,319 Other long-term liabilities — 373,036 51,052 — 424,088 Total long-term liabilities — 6,558,904 225,418 (150,000 ) 6,634,322 Total member equity 1,449,729 1,449,729 3,568,741 (5,018,470 ) 1,449,729 Total liabilities and member equity $ 1,449,729 $ 8,697,120 $ 3,932,624 $ (5,168,483 ) $ 8,910,990 Thirteen weeks ended January 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,215,117 $ 271,840 $ — $ 1,486,957 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 832,250 194,042 — 1,026,292 Selling, general and administrative expenses (excluding depreciation) — 252,214 50,440 — 302,654 Income from credit card program — (14,872 ) (1,465 ) — (16,337 ) Depreciation expense — 48,364 5,287 — 53,651 Amortization of intangible assets and favorable lease commitments — 14,296 13,336 — 27,632 Other expenses — 6,587 1,461 — 8,048 Operating earnings — 76,278 8,739 — 85,017 Interest expense, net — 70,078 1,417 — 71,495 Intercompany royalty charges (income) — 43,932 (43,932 ) — — Foreign currency loss (gain) — — 4,220 (4,220 ) — Equity in loss (earnings) of subsidiaries (7,884 ) (47,811 ) — 55,695 — Earnings (loss) before income taxes 7,884 10,079 47,034 (51,475 ) 13,522 Income tax expense (benefit) — 5,217 (777 ) 1,198 5,638 Net earnings (loss) $ 7,884 $ 4,862 $ 47,811 $ (52,673 ) $ 7,884 Total other comprehensive earnings (loss), net of tax (3,620 ) (205 ) (393 ) 598 (3,620 ) Total comprehensive earnings (loss) $ 4,264 $ 4,657 $ 47,418 $ (52,075 ) $ 4,264 Thirteen weeks ended January 31, 2015 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,255,316 $ 266,508 $ — $ 1,521,824 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 833,352 185,773 — 1,019,125 Selling, general and administrative expenses (excluding depreciation) — 271,753 50,908 — 322,661 Income from credit card program — (13,288 ) (1,442 ) — (14,730 ) Depreciation expense — 40,321 4,691 — 45,012 Amortization of intangible assets and favorable lease commitments — 15,395 12,858 — 28,253 Other expenses — 1,054 1,654 — 2,708 Operating earnings — 106,729 12,066 — 118,795 Interest expense, net — 70,658 1,807 — 72,465 Intercompany royalty charges (income) — 43,732 (43,732 ) — — Foreign currency loss (gain) — — 6,192 (6,192 ) — Equity in loss (earnings) of subsidiaries (27,815 ) (47,424 ) — 75,239 — Earnings (loss) before income taxes 27,815 39,763 47,799 (69,047 ) 46,330 Income tax expense — 18,140 375 — 18,515 Net earnings (loss) $ 27,815 $ 21,623 $ 47,424 $ (69,047 ) $ 27,815 Total other comprehensive earnings (loss), net of tax (7,775 ) (1,798 ) (1,480 ) 3,278 (7,775 ) Total comprehensive earnings (loss) $ 20,040 $ 19,825 $ 45,944 $ (65,769 ) $ 20,040 Twenty-six weeks ended January 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,135,831 $ 516,026 $ — $ 2,651,857 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 1,419,107 343,259 — 1,762,366 Selling, general and administrative expenses (excluding depreciation) — 489,239 98,757 — 587,996 Income from credit card program — (26,758 ) (2,866 ) — (29,624 ) Depreciation expense — 99,217 10,324 — 109,541 Amortization of intangible assets and favorable lease commitments — 29,763 26,834 — 56,597 Other expenses — 21,173 3,973 — 25,146 Operating earnings — 104,090 35,745 — 139,835 Interest expense, net — 137,755 5,425 — 143,180 Intercompany royalty charges (income) — 78,755 (78,755 ) — — Foreign currency loss (gain) — — 4,025 (4,025 ) — Equity in loss (earnings) of subsidiaries 2,654 (106,011 ) — 103,357 — Earnings (loss) before income taxes (2,654 ) (6,409 ) 105,050 (99,332 ) (3,345 ) Income tax expense (benefit) — (873 ) (961 ) 1,143 (691 ) Net earnings (loss) $ (2,654 ) $ (5,536 ) $ 106,011 $ (100,475 ) $ (2,654 ) Total other comprehensive earnings (loss), net of tax (3,292 ) 7 (417 ) 410 (3,292 ) Total comprehensive earnings (loss) $ (5,946 ) $ (5,529 ) $ 105,594 $ (100,065 ) $ (5,946 ) Twenty-six weeks ended January 31, 2015 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,225,730 $ 482,586 $ — $ 2,708,316 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 1,436,541 310,978 — 1,747,519 Selling, general and administrative expenses (excluding depreciation) — 518,420 90,557 — 608,977 Income from credit card program — (26,029 ) (2,824 ) — (28,853 ) Depreciation expense — 79,720 8,800 — 88,520 Amortization of intangible assets and favorable lease commitments — 51,183 26,581 — 77,764 Other expenses — 20,855 1,654 — 22,509 Operating earnings — 145,040 46,840 — 191,880 Interest expense, net — 143,268 1,807 — 145,075 Intercompany royalty charges (income) — 79,026 (79,026 ) — — Foreign currency loss (gain) — — 6,192 (6,192 ) — Equity in loss (earnings) of subsidiaries (28,011 ) (117,492 ) — 145,503 — Earnings (loss) before income taxes 28,011 40,238 117,867 (139,311 ) 46,805 Income tax expense — 18,419 375 — 18,794 Net earnings (loss) $ 28,011 $ 21,819 $ 117,492 $ (139,311 ) $ 28,011 Total other comprehensive earnings (loss), net of tax (10,876 ) (4,899 ) (1,480 ) 6,379 (10,876 ) Total comprehensive earnings (loss) $ 17,135 $ 16,920 $ 116,012 $ (132,932 ) $ 17,135 Twenty-six weeks ended January 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (2,654 ) $ (5,536 ) $ 106,011 $ (100,475 ) $ (2,654 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 141,266 37,158 — 178,424 Deferred income taxes — (30,897 ) (2,064 ) — (32,961 ) Other — (5,290 ) 12,420 (2,882 ) 4,248 Intercompany royalty income payable (receivable) — 78,755 (78,755 ) — — Equity in loss (earnings) of subsidiaries 2,654 (106,011 ) — 103,357 — Changes in operating assets and liabilities, net — 67,106 (95,850 ) — (28,744 ) Net cash provided by (used for) operating activities — 139,393 (21,080 ) — 118,313 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (130,505 ) (23,255 ) — (153,760 ) Acquisition of MyTheresa — — (896 ) — (896 ) Net cash used for investing activities — (130,505 ) (24,151 ) — (154,656 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 350,000 — — 350,000 Repayment of borrowings — (329,713 ) — — (329,713 ) Intercompany notes payable (receivable) — (39,459 ) 39,459 — — Net cash provided by (used for) financing activities — (19,172 ) 39,459 — 20,287 CASH AND CASH EQUIVALENTS Decrease during the period — (10,284 ) (5,772 ) — (16,056 ) Beginning balance — 53,162 19,812 — 72,974 Ending balance $ — $ 42,878 $ 14,040 $ — $ 56,918 Twenty-six weeks ended January 31, 2015 (in thousands) Company NMG Non- Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 28,011 $ 21,819 $ 117,492 $ (139,311 ) $ 28,011 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 143,177 35,381 — 178,558 Deferred income taxes — (42,458 ) (1,137 ) — (43,595 ) Other — 7,354 10,984 (6,192 ) 12,146 Intercompany royalty income payable (receivable) — 79,026 (79,026 ) — — Equity in loss (earnings) of subsidiaries (28,011 ) (117,492 ) — 145,503 — Changes in operating assets and liabilities, net — (15,649 ) (37,718 ) — (53,367 ) Net cash provided by operating activities — 75,777 45,976 — 121,753 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (111,899 ) (7,523 ) — (119,422 ) Acquisition of MyTheresa — — (181,727 ) — (181,727 ) Net cash used for investing activities — (111,899 ) (189,250 ) — (301,149 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 355,000 — — 355,000 Repayment of borrowings — (244,713 ) — — (244,713 ) Intercompany notes payable (receivable) — (150,000 ) 150,000 — — Debt issuance costs paid — (265 ) — — (265 ) Net cash provided by (used for) financing activities — (39,978 ) 150,000 — 110,022 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (76,100 ) 6,726 — (69,374 ) Beginning balance — 195,004 1,472 — 196,476 Ending balance $ — $ 118,904 $ 8,198 $ — $ 127,102 |