| 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. January 26, 2019 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,471 $ 902 $ 965 $ — $ 41,338 Credit card receivables — 36,462 — — — 36,462 Merchandise inventories — 854,747 144,590 — — 999,337 Other current assets — 229,085 19,499 — (588 ) 247,996 Total current assets — 1,159,765 164,991 965 (588 ) 1,325,133 Property and equipment, net — 1,318,201 133,462 87,614 — 1,539,277 Intangible assets, net — 434,926 2,180,872 — — 2,615,798 Goodwill — 1,338,843 414,402 — — 1,753,245 Other long-term assets — 31,793 1,063 — — 32,856 Investments in subsidiaries 412,905 2,857,163 — — (3,270,068 ) — Total assets $ 412,905 $ 7,140,691 $ 2,894,790 $ 88,579 $ (3,270,656 ) $ 7,266,309 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 252,945 $ — $ — $ — $ 252,945 Accrued liabilities — 408,593 119,218 649 (588 ) 527,872 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 690,964 119,218 649 (588 ) 810,243 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,732,782 — — — 4,732,782 Deferred income taxes — 688,764 — — — 688,764 Other long-term liabilities — 615,276 7,339 (1,000 ) — 621,615 Total long-term liabilities — 6,036,822 7,339 (1,000 ) — 6,043,161 Total member equity 412,905 412,905 2,768,233 88,930 (3,270,068 ) 412,905 Total liabilities and member equity $ 412,905 $ 7,140,691 $ 2,894,790 $ 88,579 $ (3,270,656 ) $ 7,266,309 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 January 27, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 31,072 $ 854 $ 3,862 $ — $ 35,788 Credit card receivables — 36,268 — 5,990 — 42,258 Merchandise inventories — 880,056 143,328 113,794 — 1,137,178 Other current assets — 127,745 10,943 4,914 (150 ) 143,452 Total current assets — 1,075,141 155,125 128,560 (150 ) 1,358,676 Property and equipment, net — 1,309,679 144,226 103,207 — 1,557,112 Intangible assets, net — 484,355 2,226,259 75,427 — 2,786,041 Goodwill — 1,338,844 414,402 134,483 — 1,887,729 Other long-term assets — 36,074 1,303 — — 37,377 Investments in subsidiaries 839,014 3,204,672 — — (4,043,686 ) — Total assets $ 839,014 $ 7,448,765 $ 2,941,315 $ 441,677 $ (4,043,836 ) $ 7,626,935 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 259,837 $ — $ 23,968 $ — $ 283,805 Accrued liabilities — 401,227 90,613 40,391 (150 ) 532,081 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 690,490 90,613 64,359 (150 ) 845,312 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,569,669 — 2,593 — 4,572,262 Deferred income taxes — 746,905 — 15,935 — 762,840 Other long-term liabilities — 602,687 5,413 (593 ) — 607,507 Total long-term liabilities — 5,919,261 5,413 17,935 — 5,942,609 Total member equity 839,014 839,014 2,845,289 359,383 (4,043,686 ) 839,014 Total liabilities and member equity $ 839,014 $ 7,448,765 $ 2,941,315 $ 441,677 $ (4,043,836 ) $ 7,626,935 Thirteen weeks ended January 26, 2019 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,177,938 $ 216,182 $ — $ — $ 1,394,120 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 801,927 158,055 (1,435 ) — 958,547 Selling, general and administrative expenses (excluding depreciation) — 271,391 37,846 (14 ) — 309,223 Depreciation expense — 42,982 3,448 1,379 — 47,809 Amortization of intangible assets and favorable lease commitments — 11,969 11,187 — — 23,156 Other expenses (income) — 11,895 — — — 11,895 Operating earnings (loss) — 37,774 5,646 70 — 43,490 Benefit plan expense (income), net — 872 — — — 872 Interest expense (income), net — 81,434 — — — 81,434 Intercompany royalty charges (income) — 60,098 (60,098 ) — — — Equity in loss (earnings) of subsidiaries 29,006 (65,814 ) — — 36,808 — Earnings (loss) before income taxes (29,006 ) (38,816 ) 65,744 70 (36,808 ) (38,816 ) Income tax expense (benefit) — (9,810 ) — — — (9,810 ) Net earnings (loss) $ (29,006 ) $ (29,006 ) $ 65,744 $ 70 $ (36,808 ) $ (29,006 ) Total other comprehensive earnings (loss), net of tax (7,290 ) (7,290 ) — — 7,290 (7,290 ) Total comprehensive earnings (loss) $ (36,296 ) $ (36,296 ) $ 65,744 $ 70 $ (29,518 ) $ (36,296 ) Thirteen weeks ended January 27, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,187,699 $ 217,705 $ 88,707 $ — $ 1,494,111 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 812,202 153,495 56,287 — 1,021,984 Selling, general and administrative expenses (excluding depreciation) — 261,818 36,450 23,629 — 321,897 Depreciation expense — 47,267 4,163 1,998 — 53,428 Amortization of intangible assets and favorable lease commitments — 12,416 11,468 400 — 24,284 Other expenses (income) — 12,614 — — — 12,614 Operating earnings (loss) — 41,382 12,129 6,393 — 59,904 Benefit plan expense (income), net — 462 — — — 462 Interest expense (income), net — 76,622 — (73 ) — 76,549 Intercompany royalty charges (income) — 49,364 (49,364 ) — — — Equity in loss (earnings) of subsidiaries (372,532 ) (66,776 ) — — 439,308 — Earnings (loss) before income taxes 372,532 (18,290 ) 61,493 6,466 (439,308 ) (17,107 ) Income tax expense (benefit) — (390,822 ) — 1,183 — (389,639 ) Net earnings (loss) $ 372,532 $ 372,532 $ 61,493 $ 5,283 $ (439,308 ) $ 372,532 Total other comprehensive earnings (loss), net of tax 14,655 10,088 — 4,567 (14,655 ) 14,655 Total comprehensive earnings (loss) $ 387,187 $ 382,620 $ 61,493 $ 9,850 $ (453,963 ) $ 387,187 Twenty-six weeks ended January 26, 2019 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,037,124 $ 401,324 $ 60,063 $ — $ 2,498,511 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 1,342,151 275,322 41,310 — 1,658,783 Selling, general and administrative expenses (excluding depreciation) — 496,294 72,910 16,780 — 585,984 Depreciation expense — 88,072 7,319 3,112 — 98,503 Amortization of intangible assets and favorable lease commitments — 24,247 22,450 243 — 46,940 Other expenses (income) — 21,324 — — — 21,324 Operating earnings (loss) — 65,036 23,323 (1,382 ) — 86,977 Benefit plan expense (income), net — 1,745 — — — 1,745 Interest expense, net — 161,975 — 8 — 161,983 Intercompany royalty charges (income) — 109,049 (109,049 ) — — — Equity in loss (earnings) of subsidiaries 57,177 (131,868 ) — — 74,691 — Earnings (loss) before income taxes (57,177 ) (75,865 ) 132,372 (1,390 ) (74,691 ) (76,751 ) Income tax expense (benefit) — (18,688 ) — (886 ) — (19,574 ) Net earnings (loss) $ (57,177 ) $ (57,177 ) $ 132,372 $ (504 ) $ (74,691 ) $ (57,177 ) Total other comprehensive earnings (loss), net of tax (23,371 ) (21,869 ) — (1,502 ) 23,371 (23,371 ) Total comprehensive earnings (loss) $ (80,548 ) $ (79,046 ) $ 132,372 $ (2,006 ) $ (51,320 ) $ (80,548 ) Twenty-six weeks ended January 27, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,025,652 $ 413,204 $ 162,801 $ — $ 2,601,657 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 1,341,427 275,169 103,658 — 1,720,254 Selling, general and administrative expenses (excluding depreciation) — 498,420 71,773 46,521 — 616,714 Depreciation expense — 96,526 8,155 3,975 — 108,656 Amortization of intangible assets and favorable lease commitments — 25,401 23,032 800 — 49,233 Other expenses (income) — 15,454 — — — 15,454 Operating earnings (loss) — 48,424 35,075 7,847 — 91,346 Benefit plan expense (income), net — 925 — — — 925 Interest expense, net — 152,752 — (105 ) — 152,647 Intercompany royalty charges (income) — 88,797 (88,797 ) — — — Equity in loss (earnings) of subsidiaries (346,315 ) (131,061 ) — — 477,376 — Earnings (loss) before income taxes 346,315 (62,989 ) 123,872 7,952 (477,376 ) (62,226 ) Income tax expense (benefit) — (409,304 ) — 763 — (408,541 ) Net earnings (loss) $ 346,315 $ 346,315 $ 123,872 $ 7,189 $ (477,376 ) $ 346,315 Total other comprehensive earnings (loss), net of tax 25,052 14,331 — 10,721 (25,052 ) 25,052 Total comprehensive earnings (loss) $ 371,367 $ 360,646 $ 123,872 $ 17,910 $ (502,428 ) $ 371,367 Twenty-six weeks ended January 26, 2019 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (57,177 ) $ (57,177 ) $ 132,372 $ (504 ) $ (74,691 ) $ (57,177 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 124,561 29,769 3,355 — 157,685 Deferred income taxes — (1,338 ) — (433 ) — (1,771 ) Other — 2,300 (10 ) 131 — 2,421 Intercompany royalty income payable (receivable) — 109,049 (109,049 ) — — — Equity in loss (earnings) of subsidiaries 57,177 (131,868 ) — — 74,691 — Changes in operating assets and liabilities, net — (54,233 ) (51,109 ) (21,063 ) — (126,405 ) Net cash provided by (used for) operating activities — (8,706 ) 1,973 (18,514 ) — (25,247 ) CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (81,527 ) (1,754 ) (785 ) — (84,066 ) Net cash provided by (used for) investing activities — (81,527 ) (1,754 ) (785 ) — (84,066 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 944,000 — 18,970 — 962,970 Repayment of borrowings — (845,713 ) — (1,223 ) — (846,936 ) Distribution to Parent — — — (2,181 ) — (2,181 ) Repurchase of stock — (1,401 ) — — — (1,401 ) Shares withheld for remittance of employee taxes — (303 ) — — — (303 ) Net cash provided by (used for) financing activities — 96,583 — 15,566 — 112,149 Effect of exchange rate changes on cash and cash equivalents — — — (8 ) — (8 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 6,350 219 (3,741 ) — 2,828 Beginning balance — 33,121 683 4,706 — 38,510 Ending balance $ — $ 39,471 $ 902 $ 965 $ — $ 41,338 Twenty-six weeks ended January 27, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 346,315 $ 346,315 $ 123,872 $ 7,189 $ (477,376 ) $ 346,315 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 134,165 31,187 4,775 — 170,127 Deferred income taxes — (402,691 ) — (290 ) — (402,981 ) Payment-in-kind interest — 29,289 — — — 29,289 Other — 1,595 420 (2,821 ) — (806 ) Intercompany royalty income payable (receivable) — 88,797 (88,797 ) — — — Equity in loss (earnings) of subsidiaries (346,315 ) (131,061 ) — — 477,376 — Changes in operating assets and liabilities, net — 142,090 (63,245 ) (25,245 ) — 53,600 Net cash provided by (used for) operating activities — 208,499 3,437 (16,392 ) — 195,544 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (59,417 ) (3,232 ) (3,147 ) — (65,796 ) Net cash provided by (used for) investing activities — (59,417 ) (3,232 ) (3,147 ) — (65,796 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 432,000 — 18,163 — 450,163 Repayment of borrowings — (577,713 ) — (15,569 ) — (593,282 ) Repurchase of stock — (266 ) — — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — — (332 ) Net cash provided (used for) by financing activities — (146,311 ) — 2,594 — (143,717 ) Effect of exchange rate changes on cash and cash equivalents — — — 518 — 518 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 2,771 205 (16,427 ) — (13,451 ) Beginning balance — 28,301 649 20,289 — 49,239 Ending balance $ — $ 31,072 $ 854 $ 3,862 $ — $ 35,788 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 difference in net earnings (loss) of the unrestricted subsidiaries compared to the net earnings (loss) of the non-guarantor subsidiaries, as presented in the tables above in this Note 14 , 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, 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) January 26, 2019 July 28, 2018 January 27, 2018 Total assets $ 88,510 $ 442,748 $ 441,609 Net assets 88,861 146,300 151,079 Thirteen weeks ended Twenty-six weeks ended (in thousands) January 26, 2019 January 27, 2018 January 26, 2019 January 27, 2018 Revenues $ — $ 88,707 $ 60,063 $ 162,801 Net earnings (loss) 56 3,758 (2,636 ) 4,139 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 January 26, 2019, 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. January 26, 2019 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,471 $ 1,867 $ — $ 41,338 Credit card receivables — 36,462 — — 36,462 Merchandise inventories — 854,747 144,590 — 999,337 Other current assets — 229,085 19,499 (588 ) 247,996 Total current assets — 1,159,765 165,956 (588 ) 1,325,133 Property and equipment, net — 1,318,201 221,076 — 1,539,277 Intangible assets, net — 434,926 2,180,872 — 2,615,798 Goodwill — 1,338,843 414,402 — 1,753,245 Other long-term assets — 31,793 1,063 — 32,856 Investments in subsidiaries 412,905 2,857,163 — (3,270,068 ) — Total assets $ 412,905 $ 7,140,691 $ 2,983,369 $ (3,270,656 ) $ 7,266,309 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 252,945 $ — $ — $ 252,945 Accrued liabilities — 408,593 119,867 (588 ) 527,872 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 690,964 119,867 (588 ) 810,243 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,732,782 — — 4,732,782 Deferred income taxes — 688,764 — — 688,764 Other long-term liabilities — 615,276 6,339 — 621,615 Total long-term liabilities — 6,036,822 6,339 — 6,043,161 Total member equity 412,905 412,905 2,857,163 (3,270,068 ) 412,905 Total liabilities and member equity $ 412,905 $ 7,140,691 $ 2,983,369 $ (3,270,656 ) $ 7,266,309 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 January 27, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 31,072 $ 4,716 $ — $ 35,788 Credit card receivables — 36,268 5,990 — 42,258 Merchandise inventories — 880,056 257,122 — 1,137,178 Other current assets — 127,745 15,857 (150 ) 143,452 Total current assets — 1,075,141 283,685 (150 ) 1,358,676 Property and equipment, net — 1,309,679 247,433 — 1,557,112 Intangible assets, net — 484,355 2,301,686 — 2,786,041 Goodwill — 1,338,844 548,885 — 1,887,729 Other long-term assets — 36,074 1,303 — 37,377 Investments in subsidiaries 839,014 3,204,672 — (4,043,686 ) — Total assets $ 839,014 $ 7,448,765 $ 3,382,992 $ (4,043,836 ) $ 7,626,935 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 259,837 $ 23,968 $ — $ 283,805 Accrued liabilities — 401,227 131,004 (150 ) 532,081 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 690,490 154,972 (150 ) 845,312 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,569,669 2,593 — 4,572,262 Deferred income taxes — 746,905 15,935 — 762,840 Other long-term liabilities — 602,687 4,820 — 607,507 Total long-term liabilities — 5,919,261 23,348 — 5,942,609 Total member equity 839,014 839,014 3,204,672 (4,043,686 ) 839,014 Total liabilities and member equity $ 839,014 $ 7,448,765 $ 3,382,992 $ (4,043,836 ) $ 7,626,935 Thirteen weeks ended January 26, 2019 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,177,938 $ 216,182 $ — $ 1,394,120 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 801,927 156,620 — 958,547 Selling, general and administrative expenses (excluding depreciation) — 271,391 37,832 — 309,223 Depreciation expense — 42,982 4,827 — 47,809 Amortization of intangible assets and favorable lease commitments — 11,969 11,187 — 23,156 Other expenses (income) — 11,895 — — 11,895 Operating earnings (loss) — 37,774 5,716 — 43,490 Benefit plan expense (income), net — 872 — — 872 Interest expense (income), net — 81,434 — — 81,434 Intercompany royalty charges (income) — 60,098 (60,098 ) — — Equity in loss (earnings) of subsidiaries 29,006 (65,814 ) — 36,808 — Earnings (loss) before income taxes (29,006 ) (38,816 ) 65,814 (36,808 ) (38,816 ) Income tax expense (benefit) — (9,810 ) — — (9,810 ) Net earnings (loss) $ (29,006 ) $ (29,006 ) $ 65,814 $ (36,808 ) $ (29,006 ) Total other comprehensive earnings (loss), net of tax (7,290 ) (7,290 ) — 7,290 (7,290 ) Total comprehensive earnings (loss) $ (36,296 ) $ (36,296 ) $ 65,814 $ (29,518 ) $ (36,296 ) Thirteen weeks ended January 27, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,187,699 $ 306,412 $ — $ 1,494,111 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 812,202 209,782 — 1,021,984 Selling, general and administrative expenses (excluding depreciation) — 261,818 60,079 — 321,897 Depreciation expense — 47,267 6,161 — 53,428 Amortization of intangible assets and favorable lease commitments — 12,416 11,868 — 24,284 Other expenses (income) — 12,614 — — 12,614 Operating earnings (loss) — 41,382 18,522 — 59,904 Benefit plan expense (income), net — 462 — — 462 Interest expense (income), net — 76,622 (73 ) — 76,549 Intercompany royalty charges (income) — 49,364 (49,364 ) — — Equity in loss (earnings) of subsidiaries (372,532 ) (66,776 ) — 439,308 — Earnings (loss) before income taxes 372,532 (18,290 ) 67,959 (439,308 ) (17,107 ) Income tax expense (benefit) — (390,822 ) 1,183 — (389,639 ) Net earnings (loss) $ 372,532 $ 372,532 $ 66,776 $ (439,308 ) $ 372,532 Total other comprehensive earnings (loss), net of tax 14,655 10,088 4,567 (14,655 ) 14,655 Total comprehensive earnings (loss) $ 387,187 $ 382,620 $ 71,343 $ (453,963 ) $ 387,187 Twenty-six weeks ended January 26, 2019 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,037,124 $ 461,387 $ — $ 2,498,511 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 1,342,151 316,632 — 1,658,783 Selling, general and administrative expenses (excluding depreciation) — 496,294 89,690 — 585,984 Depreciation expense — 88,072 10,431 — 98,503 Amortization of intangible assets and favorable lease commitments — 24,247 22,693 — 46,940 Other expenses (income) — 21,324 — — 21,324 Operating earnings (loss) — 65,036 21,941 — 86,977 Benefit plan expense (income), net — 1,745 — — 1,745 Interest expense, net — 161,975 8 — 161,983 Intercompany royalty charges (income) — 109,049 (109,049 ) — — Equity in loss (earnings) of subsidiaries 57,177 (131,868 ) — 74,691 — Earnings (loss) before income taxes (57,177 ) (75,865 ) 130,982 (74,691 ) (76,751 ) Income tax expense (benefit) — (18,688 ) (886 ) — (19,574 ) Net earnings (loss) $ (57,177 ) $ (57,177 ) $ 131,868 $ (74,691 ) $ (57,177 ) Total other comprehensive earnings (loss), net of tax (23,371 ) (21,869 ) (1,502 ) 23,371 (23,371 ) Total comprehensive earnings (loss) $ (80,548 ) $ (79,046 ) $ 130,366 $ (51,320 ) $ (80,548 ) Twenty-six weeks ended January 27, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,025,652 $ 576,005 $ — $ 2,601,657 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 1,341,427 378,827 — 1,720,254 Selling, general and administrative expenses (excluding depreciation) — 498,420 118,294 — 616,714 Depreciation expense — 96,526 12,130 — 108,656 Amortization of intangible assets and favorable lease commitments — 25,401 23,832 — 49,233 Other expenses (income) — 15,454 — — 15,454 Operating earnings (loss) — 48,424 42,922 — 91,346 Benefit plan expense (income), net — 925 — — 925 Interest expense, net — 152,752 (105 ) — 152,647 Intercompany royalty charges (income) — 88,797 (88,797 ) — — Equity in loss (earnings) of subsidiaries (346,315 ) (131,061 ) — 477,376 — Earnings (loss) before income taxes 346,315 (62,989 ) 131,824 (477,376 ) (62,226 ) Income tax expense (benefit) — (409,304 ) 763 — (408,541 ) Net earnings (loss) $ 346,315 $ 346,315 $ 131,061 $ (477,376 ) $ 346,315 Total other comprehensive earnings (loss), net of tax 25,052 14,331 10,721 (25,052 ) 25,052 Total comprehensive earnings (loss) $ 371,367 $ 360,646 $ 141,782 $ (502,428 ) $ 371,367 Twenty-six weeks ended January 26, 2019 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (57,177 ) $ (57,177 ) $ 131,868 $ (74,691 ) $ (57,177 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 124,561 33,124 — 157,685 Deferred income taxes (1,338 ) (433 ) (1,771 ) Other — 2,300 121 — 2,421 Intercompany royalty income payable (receivable) — 109,049 (109,049 ) — — Equity in loss (earnings) of subsidiaries 57,177 (131,868 ) — 74,691 — Changes in operating assets and liabilities, net — (54,233 ) (72,172 ) — (126,405 ) Net cash provided by (used for) operating activities — (8,706 ) (16,541 ) — (25,247 ) CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (81,527 ) (2,539 ) — (84,066 ) Net cash provided by (used for) investing activities — (81,527 ) (2,539 ) — (84,066 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 944,000 18,970 — 962,970 Repayment of borrowings — (845,713 ) (1,223 ) — (846,936 ) Distribution to Parent — — (2,181 ) — (2,181 ) Repurchase of stock — (1,401 ) — — (1,401 ) Shares withheld for remittance of employee taxes — (303 ) — — (303 ) Net cash provided by (used for) financing activities — 96,583 15,566 — 112,149 Effect of exchange rate changes on cash and cash equivalents — — (8 ) — (8 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 6,350 (3,522 ) — 2,828 Beginning balance — 33,121 5,389 — 38,510 Ending balance $ — $ 39,471 $ 1,867 $ — $ 41,338 Twenty-six weeks ended January 27, 2018 (in thousands) Company NMG Non- Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 346,315 $ 346,315 $ 131,061 $ (477,376 ) $ 346,315 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense 134,165 35,962 170,127 Deferred income taxes (402,691 ) (290 ) (402,981 ) Payment-in-kind interest 29,289 — 29,289 Other — 1,595 (2,401 ) — (806 ) Intercompany royalty income payable (receivable) — 88,797 (88,797 ) — — Equity in loss (earnings) of subsidiaries (346,315 ) (131,061 ) — 477,376 — Changes in operating assets and liabilities, net — 142,090 (88,490 ) — 53,600 Net cash provided by (used for) operating activities — 208,499 (12,955 ) — 195,544 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (59,417 ) (6,379 ) (65,796 ) Net cash provided by (used for) investing activities — (59,417 ) (6,379 ) — (65,796 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities 432,000 18,163 — 450,163 Repayment of borrowings — (577,713 ) (15,569 ) — (593,282 ) Repurchase of stock — (266 ) — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — (332 ) Net cash provided by (used for) financing activities — (146,311 ) 2,594 — (143,717 ) Effect of exchange rate changes on cash and cash equivalents — — 518 — 518 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 2,771 (16,222 ) — (13,451 ) Beginning balance — 28,301 20,938 — 49,239 Ending balance $ — $ 31,072 $ 4,716 $ — $ 35,788 |
