Condensed Consolidating Financial Information (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) | Condensed Consolidating Financial Information (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) All of NMG’s obligations under the Senior Secured Credit Facilities are guaranteed by Holdings and our current and future direct and indirect wholly owned subsidiaries, subject to exceptions as more fully described in Note 5. All of NMG's obligations under the Cash Pay Notes and the PIK Toggle Notes are guaranteed by the same entities that guarantee the Senior Secured Credit Facilities, other than Holdings. Currently, the Company’s non-guarantor subsidiaries under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes consist principally of (i) NMG Germany GmbH, through which we conduct the operations of MyTheresa, (ii) NMG International LLC, a holding company with respect to our foreign operations and (iii) Nancy Holdings LLC, which holds legal title to certain real property used by us in conducting our operations and described below under "— Results of Operations and Financial Condition of Unrestricted Subsidiaries". The non-guarantor subsidiary Nancy Holdings LLC had no assets or operations prior to March 10, 2017. The following condensed consolidating financial information represents the financial information of the Company and its non-guarantor subsidiaries under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes 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. October 28, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 35,812 $ 868 $ 4,784 $ — $ 41,464 Credit card receivables — 40,836 — 3,509 — 44,345 Merchandise inventories — 1,066,302 178,049 97,945 — 1,342,296 Other current assets — 120,568 8,597 5,763 (587 ) 134,341 Total current assets — 1,263,518 187,514 112,001 (587 ) 1,562,446 Property and equipment, net — 1,308,927 147,231 103,408 — 1,559,566 Intangible assets, net — 496,771 2,237,726 74,518 — 2,809,015 Goodwill — 1,338,844 414,402 132,145 — 1,885,391 Other long-term assets — 21,922 1,384 — — 23,306 Investments in subsidiaries 451,559 3,243,542 — — (3,695,101 ) — Total assets $ 451,559 $ 7,673,524 $ 2,988,257 $ 422,072 $ (3,695,688 ) $ 7,839,724 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 313,887 $ — $ 14,043 $ — $ 327,930 Accrued liabilities — 386,853 89,690 38,361 (587 ) 514,317 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 730,166 89,690 52,404 (587 ) 871,673 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,778,355 — 4,869 — 4,783,224 Deferred income taxes — 1,132,282 — 14,900 — 1,147,182 Other long-term liabilities — 581,162 5,397 (473 ) — 586,086 Total long-term liabilities — 6,491,799 5,397 19,296 — 6,516,492 Total member equity 451,559 451,559 2,893,170 350,372 (3,695,101 ) 451,559 Total liabilities and member equity $ 451,559 $ 7,673,524 $ 2,988,257 $ 422,072 $ (3,695,688 ) $ 7,839,724 July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Credit card receivables — 35,091 — 3,745 — 38,836 Merchandise inventories — 915,910 151,193 86,554 — 1,153,657 Other current assets — 135,174 9,956 1,896 (587 ) 146,439 Total current assets — 1,114,476 161,798 112,484 (587 ) 1,388,171 Property and equipment, net — 1,333,487 149,932 103,542 — 1,586,961 Intangible assets, net — 509,757 2,249,290 72,369 — 2,831,416 Goodwill — 1,338,844 414,402 127,648 — 1,880,894 Other long-term assets — 14,384 1,690 — — 16,074 Investments in subsidiaries 466,652 3,239,816 — — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ — $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 74,832 31,919 (587 ) 456,937 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 668,278 74,832 60,670 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — — 4,675,540 Deferred income taxes — 1,144,022 — 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,379 (353 ) — 601,298 Total long-term liabilities — 6,415,834 5,379 12,458 — 6,433,671 Total member equity 466,652 466,652 2,896,901 342,915 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 October 29, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 32,930 $ 590 $ 8,557 $ — $ 42,077 Credit card receivables — 41,986 — 713 — 42,699 Merchandise inventories — 1,075,930 179,537 69,593 — 1,325,060 Other current assets — 131,074 8,967 3,013 (1,432 ) 141,622 Total current assets — 1,281,920 189,094 81,876 (1,432 ) 1,551,458 Property and equipment, net — 1,455,501 148,965 3,033 — 1,607,499 Intangible assets, net — 551,654 2,593,726 73,202 — 3,218,582 Goodwill — 1,412,146 537,263 125,713 — 2,075,122 Other long-term assets — 10,580 3,135 — — 13,715 Intercompany notes receivable — — 199,460 — (199,460 ) — Investments in subsidiaries 922,978 3,599,514 — — (4,522,492 ) — Total assets $ 922,978 $ 8,311,315 $ 3,671,643 $ 283,824 $ (4,723,384 ) $ 8,466,376 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 335,959 $ — $ 11,328 $ — $ 347,287 Accrued liabilities — 357,641 76,906 52,335 (1,432 ) 485,450 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 723,026 76,906 63,663 (1,432 ) 862,163 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,772,596 — — — 4,772,596 Intercompany notes payable — — — 199,460 (199,460 ) — Deferred income taxes — 1,269,579 — 11,717 — 1,281,296 Other long-term liabilities — 623,136 4,207 — — 627,343 Total long-term liabilities — 6,665,311 4,207 211,177 (199,460 ) 6,681,235 Total member equity 922,978 922,978 3,590,530 8,984 (4,522,492 ) 922,978 Total liabilities and member equity $ 922,978 $ 8,311,315 $ 3,671,643 $ 283,824 $ (4,723,384 ) $ 8,466,376 Thirteen weeks ended October 28, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 850,146 $ 196,059 $ 74,094 $ — $ 1,120,299 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 551,949 123,567 47,371 — 722,887 Selling, general and administrative expenses (excluding depreciation) — 237,065 35,323 22,892 — 295,280 Income from credit card program — (10,531 ) (1,333 ) — — (11,864 ) Depreciation expense — 49,259 3,992 1,977 — 55,228 Amortization of intangible assets and favorable lease commitments — 12,985 11,564 400 — 24,949 Other expenses (income) — 2,840 — — — 2,840 Operating earnings (loss) — 6,579 22,946 1,454 — 30,979 Interest expense (income), net — 76,130 — (32 ) — 76,098 Intercompany royalty charges (income) — 39,433 (39,433 ) — — — Equity in loss (earnings) of subsidiaries 26,217 (64,285 ) — — 38,068 — Earnings (loss) before income taxes (26,217 ) (44,699 ) 62,379 1,486 (38,068 ) (45,119 ) Income tax expense (benefit) — (18,482 ) — (420 ) — (18,902 ) Net earnings (loss) $ (26,217 ) $ (26,217 ) $ 62,379 $ 1,906 $ (38,068 ) $ (26,217 ) Total other comprehensive earnings (loss), net of tax 10,397 4,243 — 6,154 (10,397 ) 10,397 Total comprehensive earnings (loss) $ (15,820 ) $ (21,974 ) $ 62,379 $ 8,060 $ (48,465 ) $ (15,820 ) Thirteen weeks ended October 29, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 836,605 $ 185,064 $ 57,438 $ — $ 1,079,107 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 544,538 117,109 38,248 — 699,895 Selling, general and administrative expenses (excluding depreciation) — 225,940 33,756 16,900 — 276,596 Income from credit card program — (12,429 ) (1,239 ) — — (13,668 ) Depreciation expense — 52,186 4,420 278 — 56,884 Amortization of intangible assets and favorable lease commitments — 14,432 11,687 1,158 — 27,277 Other expenses (income) — 8,123 — (1,305 ) — 6,818 Operating earnings (loss) — 3,815 19,331 2,159 — 25,305 Interest expense (income), net — 72,089 (1,434 ) 1,428 — 72,083 Intercompany royalty charges (income) — 34,004 (34,004 ) — — — Equity in loss (earnings) of subsidiaries 23,513 (56,078 ) — — 32,565 — Earnings (loss) before income taxes (23,513 ) (46,200 ) 54,769 731 (32,565 ) (46,778 ) Income tax expense (benefit) — (22,687 ) — (578 ) — (23,265 ) Net earnings (loss) $ (23,513 ) $ (23,513 ) $ 54,769 $ 1,309 $ (32,565 ) $ (23,513 ) Total other comprehensive earnings (loss), net of tax 970 (1,526 ) — 2,496 (970 ) 970 Total comprehensive earnings (loss) $ (22,543 ) $ (25,039 ) $ 54,769 $ 3,805 $ (33,535 ) $ (22,543 ) Thirteen weeks ended October 28, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (26,217 ) $ (26,217 ) $ 62,379 $ 1,906 $ (38,068 ) $ (26,217 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 68,361 15,556 2,377 — 86,294 Deferred income taxes — (14,418 ) — (173 ) — (14,591 ) Payment-in-kind interest — 14,362 — — — 14,362 Other — 1,068 324 (2,624 ) — (1,232 ) Intercompany royalty income payable (receivable) — 39,433 (39,433 ) — — — Equity in loss (earnings) of subsidiaries 26,217 (64,285 ) — — 38,068 — Changes in operating assets and liabilities, net — (58,251 ) (36,671 ) (20,800 ) — (115,722 ) Net cash provided by (used for) operating activities — (39,947 ) 2,155 (19,314 ) — (57,106 ) CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (21,185 ) (1,936 ) (1,539 ) — (24,660 ) Net cash provided by (used for) investing activities — (21,185 ) (1,936 ) (1,539 ) — (24,660 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 186,000 — 5,793 — 191,793 Repayment of borrowings — (117,357 ) — (891 ) — (118,248 ) Net cash provided by (used for) financing activities — 68,643 — 4,902 — 73,545 Effect of exchange rate changes on cash and cash equivalents — — — 446 — 446 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 7,511 219 (15,505 ) — (7,775 ) Beginning balance — 28,301 649 20,289 — 49,239 Ending balance $ — $ 35,812 $ 868 $ 4,784 $ — $ 41,464 Thirteen weeks ended October 29, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (23,513 ) $ (23,513 ) $ 54,769 $ 1,309 $ (32,565 ) $ (23,513 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 72,761 16,107 1,436 — 90,304 Deferred income taxes — (16,539 ) — 543 — (15,996 ) Other — 1,679 (1,651 ) (1,166 ) — (1,138 ) Intercompany royalty income payable (receivable) — 34,004 (34,004 ) — — — Equity in loss (earnings) of subsidiaries 23,513 (56,078 ) — — 32,565 — Changes in operating assets and liabilities, net — (141,975 ) (24,060 ) (14,669 ) — (180,704 ) Net cash provided by (used for) operating activities — (129,661 ) 11,161 (12,547 ) — (131,047 ) CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (54,403 ) (11,507 ) (287 ) — (66,197 ) Net cash provided by (used for) investing activities — (54,403 ) (11,507 ) (287 ) — (66,197 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 270,000 — — — 270,000 Repayment of borrowings — (87,357 ) — — — (87,357 ) Debt issuance costs paid — (5,440 ) — — — (5,440 ) Net cash provided (used for) by financing activities — 177,203 — — — 177,203 Effect of exchange rate changes on cash and cash equivalents — — — 275 — 275 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (6,861 ) (346 ) (12,559 ) — (19,766 ) Beginning balance — 39,791 936 21,116 — 61,843 Ending balance $ — $ 32,930 $ 590 $ 8,557 $ — $ 42,077 Results of Operations and Financial Condition of Unrestricted Subsidiaries. On March 10, 2017, the Board of Directors of Parent designated certain of our subsidiaries as “unrestricted subsidiaries” for purposes of the indenture governing the Cash Pay Notes and the indenture governing the PIK Toggle Notes. These subsidiaries were previously or simultaneously designated as "unrestricted subsidiaries" under the Asset-Based Revolving Credit Facility and the Senior Secured Term Loan Facility. At October 28, 2017 , the unrestricted subsidiaries consisted primarily of (i) NMG Germany GmbH, through which we conduct the operations of MyTheresa and (ii) Nancy Holdings LLC, which holds legal title to certain real property located in McLean, Virginia, San Antonio, Texas and Longview, Texas used by us in conducting our operations. Pursuant to the terms of the indentures governing the Cash Pay Notes and the PIK Toggle Notes, we are presenting the following financial information with respect to the unrestricted subsidiaries separate from the Company and its restricted subsidiaries. The unrestricted subsidiary Nancy Holdings LLC had no assets or operations prior to March 10, 2017. The financial information of NMG Germany GmbH for the thirteen weeks ended October 29, 2016 was substantially the same as the financial information presented for “Non-Guarantor Subsidiaries” for such period included in the tables above in this Note 14. The difference in net earnings of the unrestricted subsidiaries for the thirteen weeks ended October 29, 2016 compared to the net earnings of the non-guarantor subsidiaries for such period, as presented in the tables above in this Note 14, consisted primarily of a net interest income of approximately $1.4 million per fiscal quarter associated with an intercompany note payable by the MyTheresa unrestricted subsidiaries and held by NMG International LLC, which is a non-guarantor restricted subsidiary. This information may not necessarily be indicative of the financial condition and results of operations of the unrestricted subsidiaries had they operated as independent entities during the periods presented. Information with respect to the unrestricted subsidiaries with respect to the Cash Pay Notes and PIK Toggle Notes is as follows: (in thousands) October 28, 2017 July 29, 2017 Total assets $ 422,003 $ 415,974 Net assets 143,593 137,661 Thirteen (in thousands) October 28, 2017 Revenues $ 74,094 Net earnings 381 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; (iii) NMG Germany GmbH, through which we conduct the operations of MyTheresa; (iv) NMG International LLC, a holding company with respect to our foreign operations; and (v) Nancy Holdings LLC, which holds legal title to certain real property used by NMG in conducting its operations and described in Note 14 under "— Results of Operations and Financial Condition of Unrestricted Subsidiaries". The non-guarantor subsidiary Nancy Holdings LLC had no assets or operations prior to March 10, 2017. 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. October 28, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 35,812 $ 5,652 $ — $ 41,464 Credit card receivables — 40,836 3,509 — 44,345 Merchandise inventories — 1,066,302 275,994 — 1,342,296 Other current assets — 120,568 14,360 (587 ) 134,341 Total current assets — 1,263,518 299,515 (587 ) 1,562,446 Property and equipment, net — 1,308,927 250,639 — 1,559,566 Intangible assets, net — 496,771 2,312,244 — 2,809,015 Goodwill — 1,338,844 546,547 — 1,885,391 Other long-term assets — 21,922 1,384 — 23,306 Investments in subsidiaries 451,559 3,243,542 — (3,695,101 ) — Total assets $ 451,559 $ 7,673,524 $ 3,410,329 $ (3,695,688 ) $ 7,839,724 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 313,887 $ 14,043 $ — $ 327,930 Accrued liabilities — 386,853 128,051 (587 ) 514,317 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 730,166 142,094 (587 ) 871,673 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,778,355 4,869 — 4,783,224 Deferred income taxes — 1,132,282 14,900 — 1,147,182 Other long-term liabilities — 581,162 4,924 — 586,086 Total long-term liabilities — 6,491,799 24,693 — 6,516,492 Total member equity 451,559 451,559 3,243,542 (3,695,101 ) 451,559 Total liabilities and member equity $ 451,559 $ 7,673,524 $ 3,410,329 $ (3,695,688 ) $ 7,839,724 July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 20,938 $ — $ 49,239 Credit card receivables — 35,091 3,745 — 38,836 Merchandise inventories — 915,910 237,747 — 1,153,657 Other current assets — 135,174 11,852 (587 ) 146,439 Total current assets — 1,114,476 274,282 (587 ) 1,388,171 Property and equipment, net — 1,333,487 253,474 — 1,586,961 Intangible assets, net — 509,757 2,321,659 — 2,831,416 Goodwill — 1,338,844 542,050 — 1,880,894 Other long-term assets — 14,384 1,690 — 16,074 Investments in subsidiaries 466,652 3,239,816 — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 106,751 (587 ) 456,937 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 668,278 135,502 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — 4,675,540 Deferred income taxes — 1,144,022 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,026 — 601,298 Total long-term liabilities — 6,415,834 17,837 — 6,433,671 Total member equity 466,652 466,652 3,239,816 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 October 29, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 32,930 $ 9,147 $ — $ 42,077 Credit card receivables — 41,986 713 — 42,699 Merchandise inventories — 1,075,930 249,130 — 1,325,060 Other current assets — 131,074 10,548 — 141,622 Total current assets — 1,281,920 269,538 — 1,551,458 Property and equipment, net — 1,455,501 151,998 — 1,607,499 Intangible assets, net — 551,654 2,666,928 — 3,218,582 Goodwill — 1,412,146 662,976 — 2,075,122 Other long-term assets — 10,580 3,135 — 13,715 Investments in subsidiaries 922,978 3,599,514 — (4,522,492 ) — Total assets $ 922,978 $ 8,311,315 $ 3,754,575 $ (4,522,492 ) $ 8,466,376 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 335,959 $ 11,328 $ — $ 347,287 Accrued liabilities — 357,641 127,809 — 485,450 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 723,026 139,137 — 862,163 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,772,596 — — 4,772,596 Deferred income taxes — 1,269,579 11,717 — 1,281,296 Other long-term liabilities — 623,136 4,207 — 627,343 Total long-term liabilities — 6,665,311 15,924 — 6,681,235 Total member equity 922,978 922,978 3,599,514 (4,522,492 ) 922,978 Total liabilities and member equity $ 922,978 $ 8,311,315 $ 3,754,575 $ (4,522,492 ) $ 8,466,376 Thirteen weeks ended October 28, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 850,146 $ 270,153 $ — $ 1,120,299 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 551,949 170,938 — 722,887 Selling, general and administrative expenses (excluding depreciation) — 237,065 58,215 — 295,280 Income from credit card program — (10,531 ) (1,333 ) — (11,864 ) Depreciation expense — 49,259 5,969 — 55,228 Amortization of intangible assets and favorable lease commitments — 12,985 11,964 — 24,949 Other expenses (income) — 2,840 — — 2,840 Operating earnings (loss) — 6,579 24,400 — 30,979 Interest expense (income), net — 76,130 (32 ) — 76,098 Intercompany royalty charges (income) — 39,433 (39,433 ) — — Equity in loss (earnings) of subsidiaries 26,217 (64,285 ) — 38,068 — Earnings (loss) before income taxes (26,217 ) (44,699 ) 63,865 (38,068 ) (45,119 ) Income tax expense (benefit) — (18,482 ) (420 ) — (18,902 ) Net earnings (loss) $ (26,217 ) $ (26,217 ) $ 64,285 $ (38,068 ) $ (26,217 ) Total other comprehensive earnings (loss), net of tax 10,397 4,243 6,154 (10,397 ) 10,397 Total comprehensive earnings (loss) $ (15,820 ) $ (21,974 ) $ 70,439 $ (48,465 ) $ (15,820 ) Thirteen weeks ended October 29, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 836,605 $ 242,502 $ — $ 1,079,107 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 544,538 155,357 — 699,895 Selling, general and administrative expenses (excluding depreciation) — 225,940 50,656 — 276,596 Income from credit card program — (12,429 ) (1,239 ) — (13,668 ) Depreciation expense — 52,186 4,698 — 56,884 Amortization of intangible assets and favorable lease commitments — 14,432 12,845 — 27,277 Other expenses (income) — 8,123 (1,305 ) — 6,818 Operating earnings (loss) — 3,815 21,490 — 25,305 Interest expense (income), net — 72,089 (6 ) — 72,083 Intercompany royalty charges (income) — 34,004 (34,004 ) — — Equity in loss (earnings) of subsidiaries 23,513 (56,078 ) — 32,565 — Earnings (loss) before income taxes (23,513 ) (46,200 ) 55,500 (32,565 ) (46,778 ) Income tax expense (benefit) — (22,687 ) (578 ) — (23,265 ) Net earnings (loss) $ (23,513 ) $ (23,513 ) $ 56,078 $ (32,565 ) $ (23,513 ) Total other comprehensive earnings (loss), net of tax 970 (1,526 ) 2,496 (970 ) 970 Total comprehensive earnings (loss) $ (22,543 ) $ (25,039 ) $ 58,574 $ (33,535 ) $ (22,543 ) Thirteen weeks ended October 28, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (26,217 ) $ (26,217 ) $ 64,285 $ (38,068 ) $ (26,217 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 68,361 17,933 — 86,294 Deferred income taxes (14,418 ) (173 ) — (14,591 ) Payment-in-kind interest — 14,362 — — 14,362 Other — 1,068 (2,300 ) — (1,232 ) Intercompany royalty income payable (receivable) — 39,433 (39,433 ) — — Equity in loss (earnings) of subsidiaries 26,217 (64,285 ) — 38,068 — Changes in operating assets and liabilities, net — (58,251 ) (57,471 ) (115,722 ) Net cash provided by (used for) operating activities — (39,947 ) (17,159 ) — (57,106 ) CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (21,185 ) (3,475 ) — (24,660 ) Net cash provided by (used for) investing activities — (21,185 ) (3,475 ) — (24,660 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 186,000 5,793 — 191,793 Repayment of borrowings — (117,357 ) (891 ) — (118,248 ) Net cash provided by (used for) financing activities — 68,643 4,902 — 73,545 Effect of exchange rate changes on cash and cash equivalents — — 446 — 446 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 7,511 (15,286 ) — (7,775 ) Beginning balance — 28,301 20,938 — 49,239 Ending balance $ — $ 35,812 $ 5,652 $ — $ 41,464 Thirteen weeks ended October 29, 2016 (in thousands) Company NMG Non- Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (23,513 ) $ (23,513 ) $ 56,078 $ (32,565 ) $ (23,513 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 72,761 17,543 — 90,304 Deferred income taxes — (16,539 ) 543 — (15,996 ) Other — 1,679 (2,817 ) — (1,138 ) Intercompany royalty income payable (receivable) — 34,004 (34,004 ) — — Equity in loss (earnings) of subsidiaries 23,513 (56,078 ) — 32,565 — Changes in operating assets and liabilities, net — (141,975 ) (38,729 ) — (180,704 ) Net cash provided by (used for) operating activities — (129,661 ) (1,386 ) — (131,047 ) CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (54,403 ) (11,794 ) — (66,197 ) Net cash provided by (used for) investing activities — (54,403 ) (11,794 ) — (66,197 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 270,000 — — 270,000 Repayment of borrowings — (87,357 ) — — (87,357 ) Debt issuance costs paid — (5,440 ) — — (5,440 ) Net cash provided by (used for) financing activities — 177,203 — — 177,203 Effect of exchange rate changes on cash and cash equivalents — — 275 — 275 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (6,861 ) (12,905 ) — (19,766 ) Beginning balance — 39,791 22,052 — 61,843 Ending balance $ — $ 32,930 $ 9,147 $ — $ 42,077 |