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 6 . 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 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". Prior to the Distribution in September 2018, the Company’s non-guarantor subsidiaries under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes also included NMG Germany GmbH, through which we conducted 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 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 27, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 35,903 $ 841 $ 988 $ — $ 37,732 Credit card receivables — 49,242 — — — 49,242 Merchandise inventories — 1,012,697 174,266 — — 1,186,963 Other current assets — 193,408 15,136 — (586 ) 207,958 Total current assets — 1,291,250 190,243 988 (586 ) 1,481,895 Property and equipment, net — 1,319,009 136,366 88,670 — 1,544,045 Intangible assets, net — 447,235 2,192,058 — — 2,639,293 Goodwill — 1,338,843 414,402 — — 1,753,245 Other long-term assets — 42,916 1,083 — — 43,999 Investments in subsidiaries 448,751 2,902,125 — — (3,350,876 ) — Total assets $ 448,751 $ 7,341,378 $ 2,934,152 $ 89,658 $ (3,351,462 ) $ 7,462,477 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 336,356 $ — $ — $ — $ 336,356 Accrued liabilities — 386,473 114,258 955 (586 ) 501,100 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 752,255 114,258 955 (586 ) 866,882 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,828,467 — — — 4,828,467 Deferred income taxes — 691,249 — — — 691,249 Other long-term liabilities — 620,656 7,372 (900 ) — 627,128 Total long-term liabilities — 6,140,372 7,372 (900 ) — 6,146,844 Total member equity 448,751 448,751 2,812,522 89,603 (3,350,876 ) 448,751 Total liabilities and member equity $ 448,751 $ 7,341,378 $ 2,934,152 $ 89,658 $ (3,351,462 ) $ 7,462,477 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 — 1,338,843 414,402 130,624 — 1,883,869 Goodwill — 459,512 2,203,322 72,469 — 2,735,303 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 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 Thirteen weeks ended October 27, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 859,186 $ 185,142 $ 60,063 $ — $ 1,104,391 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 540,224 117,267 42,745 — 700,236 Selling, general and administrative expenses (excluding depreciation) — 224,903 35,064 16,794 — 276,761 Depreciation expense — 45,090 3,871 1,733 — 50,694 Amortization of intangible assets and favorable lease commitments — 12,278 11,263 243 — 23,784 Other expenses (income) — 9,429 — — — 9,429 Operating earnings (loss) — 27,262 17,677 (1,452 ) — 43,487 Benefit plan expense (income), net — 873 — — — 873 Interest expense (income), net — 80,541 — 8 — 80,549 Intercompany royalty charges (income) — 48,951 (48,951 ) — — — Equity in loss (earnings) of subsidiaries 28,171 (66,054 ) — — 37,883 — Earnings (loss) before income taxes (28,171 ) (37,049 ) 66,628 (1,460 ) (37,883 ) (37,935 ) Income tax expense (benefit) — (8,878 ) — (886 ) — (9,764 ) Net earnings (loss) $ (28,171 ) $ (28,171 ) $ 66,628 $ (574 ) $ (37,883 ) $ (28,171 ) Total other comprehensive earnings (loss), net of tax (16,081 ) (14,579 ) — (1,502 ) 16,081 (16,081 ) Total comprehensive earnings (loss) $ (44,252 ) $ (42,750 ) $ 66,628 $ (2,076 ) $ (21,802 ) $ (44,252 ) Thirteen weeks ended October 28, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 837,953 $ 195,499 $ 74,094 $ — $ 1,107,546 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 529,225 121,674 47,371 — 698,270 Selling, general and administrative expenses (excluding depreciation) — 236,602 35,323 22,892 — 294,817 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) — 7,042 22,946 1,454 — 31,442 Benefit plan expense (income), net — 463 — — — 463 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 27, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (28,171 ) $ (28,171 ) $ 66,628 $ (574 ) $ (37,883 ) $ (28,171 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 63,489 15,134 1,976 — 80,599 Deferred income taxes — (1,048 ) — (433 ) — (1,481 ) Other — (743 ) 3 231 — (509 ) Intercompany royalty income payable (receivable) — 48,951 (48,951 ) — — — Equity in loss (earnings) of subsidiaries 28,171 (66,054 ) — — 37,883 — Changes in operating assets and liabilities, net — (177,352 ) (31,446 ) (20,014 ) — (228,812 ) Net cash provided by (used for) operating activities — (160,928 ) 1,368 (18,814 ) — (178,374 ) CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (35,933 ) (1,210 ) (462 ) — (37,605 ) Net cash provided by (used for) investing activities — (35,933 ) (1,210 ) (462 ) — (37,605 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 482,000 — 18,970 — 500,970 Repayment of borrowings — (282,357 ) — (1,223 ) — (283,580 ) Distribution to Parent — — — (2,181 ) — (2,181 ) Net cash provided by (used for) financing activities — 199,643 — 15,566 — 215,209 Effect of exchange rate changes on cash and cash equivalents — — — (8 ) — (8 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 2,782 158 (3,718 ) — (778 ) Beginning balance — 33,121 683 4,706 — 38,510 Ending balance $ — $ 35,903 $ 841 $ 988 $ — $ 37,732 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 (used for) by 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 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 and consist of (i) the entities through which we conducted the operations of MyTheresa prior to its distribution to Parent in September 2018 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 financial information of NMG Germany GmbH for the thirteen weeks ended October 28, 2017 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 (loss) of the unrestricted subsidiaries for the thirteen weeks ended October 27, 2018 compared to the net earnings (loss) 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 $2.1 million associated with an intercompany note payable by the MyTheresa unrestricted subsidiaries and, prior to the Distribution, 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. (in thousands) October 27, 2018 July 28, 2018 October 28, 2017 Total assets $ 89,589 $ 442,748 $ 422,003 Net assets 89,534 146,300 143,593 Thirteen weeks ended (in thousands) October 27, 2018 October 28, 2017 Revenues $ 60,063 $ 74,094 Net earnings (loss) (2,692 ) 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. The 2028 Debentures are not guaranteed by any of NMG's subsidiaries. At October 27, 2018, NMG's subsidiaries consisted principally of (i) Bergdorf Goodman, Inc., through which we conduct the operations of our Bergdorf Goodman brand, (ii) NM Nevada Trust, which holds legal title to certain real property and intangible assets used by NMG in conducting its operations and (iii) 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". Prior to the Distribution in September 2018, NMG's subsidiaries also included NMG Germany GmbH, through which we conducted the operations of MyTheresa, and which was not a guarantor of the 2028 Debentures. 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 27, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 35,903 $ 1,829 $ — $ 37,732 Credit card receivables — 49,242 — — 49,242 Merchandise inventories — 1,012,697 174,266 — 1,186,963 Other current assets — 193,408 15,136 (586 ) 207,958 Total current assets — 1,291,250 191,231 (586 ) 1,481,895 Property and equipment, net — 1,319,009 225,036 — 1,544,045 Intangible assets, net — 447,235 2,192,058 — 2,639,293 Goodwill — 1,338,843 414,402 — 1,753,245 Other long-term assets — 42,916 1,083 — 43,999 Investments in subsidiaries 448,751 2,902,125 — (3,350,876 ) — Total assets $ 448,751 $ 7,341,378 $ 3,023,810 $ (3,351,462 ) $ 7,462,477 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 336,356 $ — $ — $ 336,356 Accrued liabilities — 386,473 115,213 (586 ) 501,100 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 752,255 115,213 (586 ) 866,882 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,828,467 — — 4,828,467 Deferred income taxes — 691,249 — — 691,249 Other long-term liabilities — 620,656 6,472 — 627,128 Total long-term liabilities — 6,140,372 6,472 — 6,146,844 Total member equity 448,751 448,751 2,902,125 (3,350,876 ) 448,751 Total liabilities and member equity $ 448,751 $ 7,341,378 $ 3,023,810 $ (3,351,462 ) $ 7,462,477 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 — 1,338,843 545,026 — 1,883,869 Goodwill — 459,512 2,275,791 — 2,735,303 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 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 — 1,338,844 546,547 — 1,885,391 Goodwill — 496,771 2,312,244 — 2,809,015 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 Thirteen weeks ended October 27, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 859,186 $ 245,205 $ — $ 1,104,391 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 540,224 160,012 — 700,236 Selling, general and administrative expenses (excluding depreciation) — 224,903 51,858 — 276,761 Depreciation expense — 45,090 5,604 — 50,694 Amortization of intangible assets and favorable lease commitments — 12,278 11,506 — 23,784 Other expenses (income) — 9,429 — — 9,429 Operating earnings (loss) — 27,262 16,225 — 43,487 Benefit plan expense (income), net — 873 — — 873 Interest expense (income), net — 80,541 8 — 80,549 Intercompany royalty charges (income) — 48,951 (48,951 ) — — Equity in loss (earnings) of subsidiaries 28,171 (66,054 ) — 37,883 — Earnings (loss) before income taxes (28,171 ) (37,049 ) 65,168 (37,883 ) (37,935 ) Income tax expense (benefit) — (8,878 ) (886 ) — (9,764 ) Net earnings (loss) $ (28,171 ) $ (28,171 ) $ 66,054 $ (37,883 ) $ (28,171 ) Total other comprehensive earnings (loss), net of tax (16,081 ) (14,579 ) (1,502 ) 16,081 (16,081 ) Total comprehensive earnings (loss) $ (44,252 ) $ (42,750 ) $ 64,552 $ (21,802 ) $ (44,252 ) Thirteen weeks ended October 28, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 837,953 $ 269,593 $ — $ 1,107,546 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 529,225 169,045 — 698,270 Selling, general and administrative expenses (excluding depreciation) — 236,602 58,215 — 294,817 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) — 7,042 24,400 — 31,442 Benefit plan expense (income), net — 463 — — 463 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 27, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (28,171 ) $ (28,171 ) $ 66,054 $ (37,883 ) $ (28,171 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 63,489 17,110 — 80,599 Deferred income taxes (1,048 ) (433 ) — (1,481 ) Other — (743 ) 234 — (509 ) Intercompany royalty income payable (receivable) — 48,951 (48,951 ) — — Equity in loss (earnings) of subsidiaries 28,171 (66,054 ) — 37,883 — Changes in operating assets and liabilities, net — (177,352 ) (51,460 ) (228,812 ) Net cash provided by (used for) operating activities — (160,928 ) (17,446 ) — (178,374 ) CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (35,933 ) (1,672 ) — (37,605 ) Net cash provided by (used for) investing activities — (35,933 ) (1,672 ) — (37,605 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 482,000 18,970 — 500,970 Repayment of borrowings — (282,357 ) (1,223 ) — (283,580 ) Distribution to Parent — — (2,181 ) — (2,181 ) Net cash provided by (used for) financing activities — 199,643 15,566 — 215,209 Effect of exchange rate changes on cash and cash equivalents — — (8 ) — (8 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 2,782 (3,560 ) — (778 ) Beginning balance — 33,121 5,389 — 38,510 Ending balance $ — $ 35,903 $ 1,829 $ — $ 37,732 Thirteen weeks ended October 28, 2017 (in thousands) Company NMG Non- 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 |