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 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 7 . 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. At July 28, 2018, the Company’s non-guarantor subsidiaries under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes consisted 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. July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Credit card receivables — 30,551 — 3,138 — 33,689 Merchandise inventories — 844,429 145,967 125,443 — 1,115,839 Other current assets — 111,279 10,348 2,781 (586 ) 123,822 Total current assets — 1,019,380 156,998 136,068 (586 ) 1,311,860 Property and equipment, net — 1,327,509 138,740 103,655 — 1,569,904 Intangible assets, net — 459,512 2,203,322 72,469 — 2,735,303 Goodwill — 1,338,843 414,402 130,624 — 1,883,869 Other long-term assets — 43,863 1,104 — — 44,967 Investments in subsidiaries 759,181 3,194,802 — — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ — $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 69,979 35,824 (586 ) 511,289 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 716,986 69,979 73,305 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — — 4,623,152 Deferred income taxes — 694,848 — 12,706 — 707,554 Other long-term liabilities — 589,742 7,390 (800 ) — 596,332 Total long-term liabilities — 5,907,742 7,390 11,906 — 5,927,038 Total member equity 759,181 759,181 2,837,197 357,605 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 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 Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 765,401 $ 364,134 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 523,251 238,290 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 137,133 101,316 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — — (46,361 ) Depreciation expense — 190,138 16,311 8,003 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 45,969 1,622 — 97,731 Other expenses (income) — 37,721 — — — 37,721 Operating earnings (loss) — 33,762 47,842 14,903 — 96,507 Interest expense (income), net — 307,379 — 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 226,071 14,841 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) — 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 — 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 226,071 $ 17,986 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 731,503 $ 265,608 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 512,362 172,755 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 133,108 75,006 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — — (60,082 ) Depreciation expense — 205,993 16,214 3,256 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 46,379 3,012 — 104,031 Other expenses (income) — 28,015 — 1,715 — 29,730 Impairment charges — 510,736 — — — 510,736 Operating earnings (loss) — (491,984 ) 28,899 9,864 — (453,221 ) Interest expense (income), net — 295,717 — (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 179,618 9,913 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) — 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 — 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 179,618 $ 16,991 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 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 (income), net — 285,381 (8,080 ) 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 210,254 (5,514 ) 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) — 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 210,254 $ (7,897 ) $ 266,084 $ (470,723 ) Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 62,280 9,625 — 336,663 Deferred income taxes — (466,925 ) — (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — — 41,755 Other — 4,959 2,597 (233 ) — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Changes in operating assets and liabilities, net — 265,324 (106,897 ) (29,504 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 5,822 (8,228 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 — 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) — (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 34 (15,583 ) — (10,729 ) Beginning balance — 28,301 649 20,289 — 49,239 Ending balance $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 62,593 6,268 — 354,004 Impairment charges — 510,736 — — — 510,736 Deferred income taxes — (172,611 ) — 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — — — 16,599 Other — (5,172 ) 2,400 (472 ) — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (67,800 ) (19,505 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 26,092 (2,827 ) — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (26,379 ) (6,885 ) — (204,636 ) Investment in subsidiaries — (27,042 ) — 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (26,379 ) 20,157 — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — — 889,000 Repayment of borrowings — (820,426 ) — — — (820,426 ) Payment of contingent earn-out obligation — — — (22,857 ) — (22,857 ) Debt issuance costs paid — (5,359 ) — — — (5,359 ) Net cash provided by (used for) financing activities — 63,215 — (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (287 ) (827 ) — (12,604 ) Beginning balance — 39,791 936 21,116 — 61,843 Ending balance $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (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 — (18,505 ) (8,663 ) 15,223 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — 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 revolving credit facilities — 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 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 July 28, 2018 , 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 as of July 29, 2017 and as of July 30, 2016 was substantially the same as the financial information presented for “Non-Guarantor Subsidiaries” for such periods included in the tables above in this Note 16 . The difference in net earnings (loss) of the unrestricted subsidiaries for the fiscal year ended July 28, 2018 compared to the net earnings (loss) of the non-guarantor subsidiaries for such periods, as presented in the tables above in this Note 16 , consisted primarily of a net interest income of approximately $ 1.5 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) July 28, 2018 July 29, 2017 Total assets $ 442,748 $ 415,974 Net assets 146,300 137,661 Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 Revenues $ 364,134 $ 265,608 Net earnings 7,490 3,700 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. The 2028 Debentures are not guaranteed by any of NMG's subsidiaries. At July 28, 2018, NMG’s subsidiaries consisted 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 16 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, NMG and NMG's subsidiaries (none of which are guarantors 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 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 5,389 $ — $ 38,510 Credit card receivables — 30,551 3,138 — 33,689 Merchandise inventories — 844,429 271,410 — 1,115,839 Other current assets — 111,279 13,129 (586 ) 123,822 Total current assets — 1,019,380 293,066 (586 ) 1,311,860 Property and equipment, net — 1,327,509 242,395 — 1,569,904 Intangible assets, net — 459,512 2,275,791 — 2,735,303 Goodwill — 1,338,843 545,026 — 1,883,869 Other long-term assets — 43,863 1,104 — 44,967 Investments in subsidiaries 759,181 3,194,802 — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 105,803 (586 ) 511,289 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 716,986 143,284 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — 4,623,152 Deferred income taxes — 694,848 12,706 — 707,554 Other long-term liabilities — 589,742 6,590 — 596,332 Total long-term liabilities — 5,907,742 19,296 — 5,927,038 Total member equity 759,181 759,181 3,194,802 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 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 Fiscal year ended July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 1,129,535 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 761,541 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 238,449 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — (46,361 ) Depreciation expense — 190,138 24,314 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 47,591 — 97,731 Other expenses (income) — 37,721 — — 37,721 Operating earnings (loss) — 33,762 62,745 — 96,507 Interest expense (income), net — 307,379 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 240,912 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 244,057 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 997,111 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 685,117 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 208,114 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — (60,082 ) Depreciation expense — 205,993 19,470 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 49,391 — 104,031 Other expenses (income) — 28,015 1,715 — 29,730 Impairment charges — 510,736 — — 510,736 Operating earnings (loss) — (491,984 ) 38,763 — (453,221 ) Interest expense (income), net — 295,717 (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 189,531 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 196,609 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense (income), net — 285,381 215 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 204,740 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 202,357 $ 266,084 $ (470,723 ) Fiscal year ended July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 71,905 — 336,663 Deferred income taxes — (466,925 ) (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — 41,755 Other — 4,959 2,364 — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Changes in operating assets and liabilities, net — 265,324 (136,401 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 (2,406 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (13,822 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (13,822 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 (15,549 ) — (10,729 ) Beginning balance — 28,301 20,938 — 49,239 Ending balance $ — $ 33,121 $ 5,389 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 68,861 — 354,004 Impairment charges — 510,736 — — 510,736 Deferred income taxes — (172,611 ) 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — 16,599 Other — (5,172 ) 1,928 — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (87,305 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 23,265 — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (33,264 ) — (204,636 ) Investment in subsidiaries — (27,042 ) 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (6,222 ) — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — 889,000 Repayment of borrowings — (820,426 ) — — (820,426 ) Payment of contingent earn-out obligation — — (22,857 ) — (22,857 ) Debt issuance costs paid — (5,359 ) — — (5,359 ) Net cash provided by (used for) financing activities — 63,215 (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (1,114 ) — (12,604 ) Beginning balance — 39,791 22,052 — 61,843 Ending balance $ — $ 28,301 $ 20,938 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) 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 — (18,505 ) 6,560 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by (used for) 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 provided by (used for) investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 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 |