CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) | CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) All of NMG’s obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility are guaranteed by Holdings and our current and future direct and indirect wholly owned subsidiaries, subject to exceptions as more fully described in Note 9 of the Notes to Consolidated Financial Statements. Currently, the Company’s non-guarantor subsidiaries under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility consist principally of 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 Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility, 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. July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Merchandise inventories — 917,138 145,518 62,669 — 1,125,325 Other current assets — 132,434 12,311 4,904 (2,771 ) 146,878 Total current assets — 1,089,363 158,765 88,689 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 144,186 2,967 — 1,588,121 Intangible assets, net — 566,084 2,605,413 73,005 — 3,244,502 Goodwill — 1,412,146 537,263 123,409 — 2,072,818 Other long-term assets — 15,153 2,248 — — 17,401 Intercompany notes receivable — 196,686 — — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 37,082 $ 23,607 $ — $ 317,736 Accrued liabilities — 373,108 70,488 51,821 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 659,581 107,570 75,428 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — — 4,584,281 Intercompany notes payable — — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 — 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — — 592,875 Total long-term liabilities — 6,459,352 3,633 207,650 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,336,672 4,992 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Merchandise inventories — 970,295 145,046 39,503 — 1,154,844 Other current assets — 108,252 12,328 5,754 (165 ) 126,169 Total current assets — 1,131,709 158,080 64,363 (165 ) 1,353,987 Property and equipment, net — 1,359,118 116,634 2,134 — 1,477,886 Intangible assets, net — 625,937 2,893,928 78,697 — 3,598,562 Goodwill — 1,611,365 537,263 123,855 — 2,272,483 Other long-term assets — 15,490 1,354 — — 16,844 Intercompany notes receivable — 150,028 — — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 35,420 $ 16,490 $ — $ 342,999 Accrued liabilities — 380,255 73,939 39,249 (165 ) 493,278 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 700,770 109,359 55,739 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — — 4,556,023 Intercompany notes payable — — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 — 16,813 — 1,440,377 Other long-term liabilities — 417,226 3,314 23,375 — 443,915 Total long-term liabilities — 6,396,813 3,314 190,216 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,594,586 23,094 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 783,689 $ 201,806 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 532,796 129,515 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 135,741 58,808 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — — (60,648 ) Depreciation expense — 205,011 20,858 999 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 47,983 4,859 — 111,189 Other expenses — 22,283 — 4,844 — 27,127 Impairment charges — 466,155 — — — 466,155 Operating earnings (loss) — (316,325 ) 51,889 2,781 — (261,655 ) Interest expense, net — 277,301 — 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Foreign currency loss (gain) — — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 202,174 (6,998 ) 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) — (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 202,174 $ (7,897 ) $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 844,459 $ 122,674 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 542,474 85,237 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 148,270 38,546 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — — (52,769 ) Depreciation expense — 163,737 21,133 680 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 50,933 4,162 — 137,280 Other expenses — 31,881 — 7,593 — 39,474 Operating earnings (loss) — 244,559 86,984 (13,544 ) — 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 16,645 235,662 (34,042 ) (205,138 ) 28,076 Income tax expense (benefit) — 15,023 — (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (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 ) $ 235,662 $ (30,680 ) $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries 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) — 724,085 108,594 2,327 — 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 ) 48,574 (5,940 ) — 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 ) 155,357 (5,940 ) (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (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 ) $ 155,357 $ (5,940 ) $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries 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 35,745 708 — 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 ) 45,467 (2,231 ) — 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 ) 78,374 (2,231 ) (63,045 ) (5,179 ) Income tax expense — 7,919 — — — 7,919 Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (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 ) $ 78,374 $ (2,231 ) $ (64,369 ) $ (11,774 ) Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 287,930 68,841 5,858 — 362,629 Impairment charges — 466,155 — — — 466,155 Deferred income taxes — (97,167 ) — (5,674 ) — (102,841 ) Other — (26,585 ) (583 ) 16,326 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (74,438 ) (49,721 ) — 2,704 Net cash provided by (used for) operating activities — 304,812 45,709 (39,929 ) — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (45,479 ) (1,872 ) — (301,445 ) Acquisition of MyTheresa — — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) — 30,204 — — Net cash provided by (used for) investing activities — (284,298 ) (45,479 ) 27,436 — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — — 555,000 Repayment of borrowings — (549,426 ) — — — (549,426 ) Payment of contingent earn-out obligation — — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) — 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) — 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 230 2,010 — (11,131 ) Beginning balance — 53,162 706 19,106 — 72,974 Ending balance $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 72,066 4,842 — 347,390 Deferred income taxes — (62,143 ) — (7,593 ) — (69,736 ) Other — (5,430 ) 1,986 34,483 (13,327 ) 17,712 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 (140,710 ) 48,240 — (81,003 ) Net cash provided by operating activities — 156,136 20,326 52,850 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (20,988 ) (1,194 ) — (270,468 ) Acquisition of MyTheresa — — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (20,988 ) (182,921 ) — (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 Effect of exchange rate changes on cash and cash equivalents — — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) (662 ) 19,002 — (123,502 ) Beginning balance — 195,004 1,368 104 — 196,476 Ending balance $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (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 ) Other — 149,940 53 3,613 — 153,606 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 (88,799 ) (32,835 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 14,241 (35,162 ) — 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 ) (13,686 ) 35,000 — (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 (decrease) during the period — 79,959 555 (162 ) — 80,352 Beginning balance — 115,045 813 266 — 116,124 Ending balance $ — $ 195,004 $ 1,368 $ 104 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (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 (66 ) 1,523 — 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 (45,629 ) 945 — (23,215 ) Net cash provided by operating activities — 6,173 5,901 237 — 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 ) (7 ) 237 — (20,552 ) Beginning balance — 135,827 820 29 — 136,676 Ending balance $ — $ 115,045 $ 813 $ 266 $ — $ 116,124 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 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. July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 22,052 $ — $ 61,843 Merchandise inventories — 917,138 208,187 — 1,125,325 Other current assets — 132,434 17,215 (2,771 ) 146,878 Total current assets — 1,089,363 247,454 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 147,153 — 1,588,121 Intangible assets, net — 566,084 2,678,418 — 3,244,502 Goodwill — 1,412,146 660,672 — 2,072,818 Other long-term assets — 15,153 2,248 — 17,401 Intercompany notes receivable — 196,686 — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 60,689 $ — $ 317,736 Accrued liabilities — 373,108 122,309 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 659,581 182,998 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — 4,584,281 Intercompany notes payable — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — 592,875 Total long-term liabilities — 6,459,352 211,283 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,341,664 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 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 — 108,252 18,082 (165 ) 126,169 Total current assets — 1,131,709 222,443 (165 ) 1,353,987 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 — 15,490 1,354 — 16,844 Intercompany notes receivable — 150,028 — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 51,910 $ — $ 342,999 Accrued liabilities — 380,255 113,188 (165 ) 493,278 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 700,770 165,098 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — 4,556,023 Intercompany notes payable — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 16,813 — 1,440,377 Other long-term liabilities — 417,226 26,689 — 443,915 Total long-term liabilities — 6,396,813 193,530 (150,028 ) 6,440,315 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 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 985,495 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 662,311 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 194,549 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — (60,648 ) Depreciation expense — 205,011 21,857 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 52,842 — 111,189 Other expenses — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense, net — 277,301 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Foreign currency loss (gain) — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 195,176 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 194,277 $ 275,267 $ (470,723 ) 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 July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 287,930 74,699 — 362,629 Impairment charges — 466,155 — — 466,155 Deferred income taxes — (97,167 ) (5,674 ) — (102,841 ) Other — (26,585 ) 15,743 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by operating activities — 304,812 5,780 — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (47,351 ) — (301,445 ) Acquisition of MyTheresa — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) 30,204 — — Net cash used for investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — 555,000 Repayment of borrowings — (549,426 ) — — (549,426 ) Payment of contingent earn-out obligation — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 2,240 — (11,131 ) Beginning balance — 53,162 19,812 — 72,974 Ending balance $ — $ 39,791 $ 22,052 $ — $ 61,843 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 ) Other — (5,430 ) 36,469 (13,327 ) 17,712 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 73,176 — 229,312 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 Effect of exchange rate changes on cash and cash equivalents — — (927 ) — (927 ) 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 ) Other — 149,940 3,666 — 153,606 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 operati |