10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 29, 2017

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to

Commission file no. 333-133184-12

Neiman Marcus Group LTD LLC

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	20-3509435 (I.R.S. Employer Identification No.)
1618 Main Street Dallas, Texas (Address of principal executive offices)	75201 (Zip code)

Registrant’s telephone number, including area code: (214) 743-7600

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨  No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ý  No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ¨  No ý

(Note: The registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. Although not subject to these filing requirements, the registrant has filed all reports that would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months had the registrant been subject to such requirements.)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company ¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨  No ý

The registrant is privately held. There is no trading in the registrant's membership units and therefore an aggregate market value based on the registrant's membership units is not determinable.

NEIMAN MARCUS GROUP LTD LLC

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JULY 29, 2017

TABLE OF CONTENTS

		Page No.
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	29
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	30
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	57
Item 8.	Financial Statements and Supplementary Data	58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
Item 9A.	Controls and Procedures	59
Item 9B.	Other Information	59
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	60
Item 11.	Executive Compensation	64
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	92
Item 13.	Certain Relationships and Related Transactions, and Director Independence	95
Item 14.	Principal Accounting Fees and Services	96
PART IV
Item 15.	Exhibits, Financial Statement Schedules	97
Signatures	Signatures	102

1

SPECIAL NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This Annual Report on Form 10-K, including the sections entitled “Business” in Item 1, “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains forward‑looking statements. In many cases, forward‑looking statements can generally be identified by the use of forward‑looking terminology such as “may,” “plan,” “predict,” “expect,” “estimate,” “intend,” “would,” “will,” “could,” “should,” “anticipate,” “believe,” “project” or “continue” or the negative thereof or other similar expressions.

The forward‑looking statements contained in this Annual Report on Form 10-K reflect our views as of the date of this Annual Report on Form 10-K and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this Annual Report on Form 10-K. While we believe there is a reasonable basis for our forward‑looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause our actual results, performance or achievements to differ significantly from those expressed or implied in any forward‑looking statement. Therefore, these statements are not guarantees of future events, results, performance or achievements and you should not rely on them. A variety of factors could cause our actual results to differ materially from the anticipated or expected results expressed in our forward‑looking statements, including those factors described in “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7. Factors that could cause our actual results to differ from our expectations include, but are not limited to:

• our ability to maintain a relevant, enjoyable and reliable omni-channel experience and to anticipate and meet our customers' evolving shopping preferences, the failure of which could adversely affect our financial performance and brand image;

• economic conditions that negatively impact consumer spending and demand for our merchandise;

• the highly competitive nature of the luxury retail industry;

• our ability to anticipate, identify and respond effectively to changing fashion trends and to accurately forecast merchandise demand, the failure of which could adversely affect our business, financial condition and results of operations;

• our ability to anticipate, identify and address risks related to the complexity of our omni‑channel plans, the failure of which could adversely affect our revenues or margins as well as damage our reputation, brands and competitive position;

• the success of our advertising and marketing programs;

• our ability to drive customer traffic to our retail stores and the success of the expansion, growth and remodel of our retail stores, which are subject to numerous risks, some of which are beyond our control;

• costs associated with our expansion and growth strategies, which could adversely affect our performance and results of operations;

• the significance of the portion of our revenues from our stores in four states, which exposes us to economic circumstances and catastrophic occurrences unique to those states, such as the impact of fluctuations in the global price of crude oil in our Texas markets;

• our dependence on our relationships with certain designers, vendors and other sources of merchandise as they relate to, among other things: (i) the manner in which goods are available to us, (ii) the levels of merchandise made available to us and (iii) the pricing and payment terms with respect to our purchases;

• a material disruption in our information systems, delays or difficulties in implementing or integrating new systems or enhancing or expanding current systems, or our failure to achieve the anticipated benefits of any new or updated information systems, which could adversely affect our business or results of operations;

• our dependence on positive perceptions of our company, which, if eroded, could adversely affect our customer, employee and vendor relationships;

• a breach in information privacy, which could negatively impact our operations;

• inflation and foreign currency fluctuations, primarily fluctuations in the U.S. dollar against the Euro and British pound, which could adversely affect our results of operations;

• the loss of, or disruption in, one or more of our distribution facilities, which could adversely affect our business and operations;

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• our substantial indebtedness, which could adversely affect our business, financial condition, results of operations, credit ratings and ability to obtain additional debt financing, and our ability to fulfill our obligations with respect to such indebtedness;

• the restrictions in our debt agreements that may limit our flexibility in operating our business and our ability to pursue future strategic investments and initiatives;

• our failure to comply with, or developments in, laws, rules or regulations, which could affect our business or results of operations; and

• other risks, uncertainties and factors set forth in this Annual Report on Form 10-K, including those set forth under “Risk Factors” in Item 1A.

The foregoing factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Each of the forward‑looking statements contained in this Annual Report on Form 10-K speaks only as of the date of this Annual Report on Form 10-K. Except to the extent required by law, we undertake no obligation to update or revise (publicly or otherwise) any forward‑looking statements to reflect subsequent events, new information or future circumstances.

PART I

ITEM 1.     BUSINESS

Our Company

Founded over 100 years ago, we are one of the largest omni-channel luxury fashion retailers in the world, with approximately $4.7 billion in revenues for fiscal year 2017, of which approximately 31% were transacted online. Our Neiman Marcus, Bergdorf Goodman and MyTheresa brands represent fashion, luxury and style to our customers. We offer a distinctive selection of women’s and men’s apparel, handbags, shoes, cosmetics and precious and designer jewelry from premier luxury and fashion designers to our loyal and affluent customers “anytime, anywhere, any device.” We have a longstanding heritage of providing the highest level of personalized, concierge-style service to our customers through our experienced team of sales associates.

Under each of our primary brands, we offer our customers a curated and compelling assortment of narrowly distributed merchandise from luxury and fashion designers, including Chanel, Gucci, Brunello Cucinelli, Tom Ford, Christian Louboutin, Valentino, Saint Laurent, Prada, Akris, David Yurman, Ermenegildo Zegna, Loro Piana, Brioni, Louis Vuitton, Goyard and Van Cleef & Arpels. We believe we are the retail partner of choice to luxury designers because we offer distinctive distribution channels that access our loyal and affluent customers and adhere to strict presentation, marketing and promotional standards consistent with the luxury experience. We also have a long history of identifying, partnering with and nurturing emerging designers with the potential for rapid growth. The combined offering from established and emerging designers ensures our merchandise assortment remains unique, compelling and relevant as fashion trends evolve.

As a leader in omni-channel retailing, we provide our customers a deep assortment of luxury merchandise and a consistent, seamless shopping experience, whether our customers shop in our stores, on our websites or via e-mail, text or phone communications with our sales associates. Our comprehensive digital platform integrates and personalizes the online and in-store experience. We empower our sales associates with mobile devices and proprietary technology to improve their connection with our customers and we utilize advanced analytics to personalize merchandise presentations to our customers when they shop online. We believe that a significant portion of the total luxury spending of our customers is digitally influenced via purchases researched and/or transacted online.

We engage our customers primarily through three brands:

Neiman Marcus. Our Neiman Marcus brand caters to affluent luxury customers. We operate 42 full‑line stores in marquee retail locations in major U.S. markets. Our stores are designed to provide a modern, luxurious ambiance by blending art, architecture and technology. In addition, we provide our customers access to our Neiman Marcus brand through our online platform, neimanmarcus.com, and our mobile app.

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Bergdorf Goodman. Our Bergdorf Goodman brand caters to the most discerning luxury clientele. We operate two full‑line stores that feature elegant shopping environments in landmark locations on Fifth Avenue in New York City and through our Bergdorf Goodman online platform, bergdorfgoodman.com.

MyTheresa. Our MyTheresa brand appeals to younger, fashion‑forward, luxury customers, primarily from Europe, Asia and the Middle East. We operate mytheresa.com, our mobile app and the THERESA flagship store in Munich, Germany.

We conduct our specialty retail stores and online operations on an omni-channel basis. As our store and online operations have similar economic characteristics, products, services and customers, our operations constitute a single omni-channel reportable segment.

The Acquisition

On October 25, 2013, the Company merged with and into Mariposa Merger Sub LLC ("Mariposa") pursuant to an Agreement and Plan of Merger, dated September 9, 2013, by and among Neiman Marcus Group, Inc. ("Parent"), Mariposa and the Company, with the Company surviving the merger (the "Acquisition"). As a result of the Acquisition and the Conversion (as defined below), the Company is now a direct subsidiary of Mariposa Intermediate Holdings LLC ("Holdings"), which in turn is a direct subsidiary of Parent. Parent is owned by entities affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board (together, the "Sponsors") and certain co-investors. Previously, the Company was a subsidiary of Newton Holding, LLC, which was controlled by investment funds affiliated with TPG Global, LLC (collectively with its affiliates, "TPG") and Warburg Pincus LLC (together with TPG, the "Former Sponsors"). On October 28, 2013, the Company and NMG (as defined below) each converted from a Delaware corporation to a Delaware limited liability company (the "Conversion"). References made to "we," "our" and "us" are used to refer to the Company and its subsidiaries, as appropriate to the context.

The Company's operations are conducted through its direct wholly owned subsidiary, The Neiman Marcus Group LLC ("NMG").

Certain financial information of the Company and its subsidiaries is presented on a consolidated basis and is presented as "Predecessor" or "Successor" to indicate whether it relates to the period preceding the Acquisition or the period succeeding the Acquisition, respectively. The Acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 2, 2013, the end of our first quarter of fiscal year 2014. In connection with the Acquisition, the Company incurred substantial new indebtedness, in part in replacement of former indebtedness. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." In addition, the purchase price paid in connection with the Acquisition was allocated to state the acquired assets and liabilities at fair value. The purchase accounting adjustments increased the carrying value of our property and equipment and inventory, revalued our intangible assets related to our tradenames, customer lists and favorable lease commitments and revalued our long-term benefit plan obligations, among other things. As a result, the Successor financial information subsequent to the Acquisition is not necessarily comparable to the Predecessor financial information.

Our fiscal year ends on the Saturday closest to July 31.  Like many other retailers, we follow a 4-5-4 reporting calendar, which means that each fiscal quarter consists of thirteen weeks divided into periods of four weeks, five weeks and four weeks.  All references to (i) fiscal year 2017 relate to the fifty-two weeks ended July 29, 2017, (ii) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016 and (iii) fiscal year 2015 relate to the fifty-two weeks ended August 1, 2015. References to fiscal year 2014 and years preceding and fiscal year 2018 and years thereafter relate to our fiscal years for such periods.

Certain amounts presented in tables are subject to rounding adjustments and, as a result, the totals in such tables may not sum.

Our Customers

Our customers are educated, affluent and digitally connected. With respect to our U.S. operations, the average age of our customers is 51 and approximately 60% of our customers are 54 or younger. Approximately 79% of our customers are female, approximately 46% of our customers have an annual household income over $150,000 and approximately 30% of our customers have a household net worth greater than $1 million. Our customers are active on social media, and we engage them through an active presence on Facebook, Twitter, Instagram and Pinterest, our primary social media platforms.

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Our InCircle loyalty program is designed to cultivate long‑term relationships with our U.S. customers. This program includes marketing features, such as private in‑store events, as well as the ability to accumulate points for qualifying purchases. Almost 40% of our total U.S. revenues in fiscal year 2017 were generated by our InCircle loyalty program members who achieved reward status. On a per customer basis, these customers spend approximately 11 times more with us than our other customers.

Our Brands

We operate three primary luxury brands—Neiman Marcus, Bergdorf Goodman and MyTheresa—which offer the highest level of personalized, concierge-style service and a distinctive selection of women’s and men’s apparel, handbags, shoes, cosmetics and precious and designer jewelry from premier luxury and fashion designers to our loyal and affluent customers “anytime, anywhere, any device.” Our luxury brands comprise a unique, omni-channel retailing model that enables us to leverage our relationships with luxury and fashion designers within each brand to optimize our merchandise allocations and assortments and to expand our customer base and brand awareness by exposing customers of each brand to our other brands through our online platforms and our multi‑brand InCircle loyalty program.

We also operate Last Call, an off-price fashion brand catering to aspirational, price-sensitive yet fashion-minded customers, and Horchow, a luxury home furnishings and accessories brand. Our Last Call brand sources end-of-season and post-season clearance merchandise from our Neiman Marcus and Bergdorf Goodman brands and purchases other off-price merchandise directly from designers for resale, which enables us to effectively manage our inventory while expanding our brand awareness to aspirational, price‑sensitive customers. Our Horchow brand also enhances our brand awareness to purchasers of luxury home furnishings and accessories who may not otherwise be customers of our luxury fashion retail brands.

Neiman Marcus. Neiman Marcus offers distinctive luxury merchandise, including women’s couture and designer apparel, contemporary sportswear, handbags, shoes, cosmetics, men’s clothing and accessories, precious and designer jewelry, decorative home accessories, fine china, crystal and silver, children’s apparel and gift items. Our customers access our Neiman Marcus brand and purchase merchandise through our 42 full-line Neiman Marcus stores located in 18 states and the District of Columbia, our print catalogs, our online platform, neimanmarcus.com, and our mobile app.

Our Neiman Marcus stores are located in marquee retail locations in major metropolitan markets across the United States and are organized as a collection of designer boutiques for established and emerging luxury and fashion designers, each of which is carefully curated by our Neiman Marcus merchandising team. Our Neiman Marcus stores are designed to provide a modern, luxurious ambiance by blending art, architecture and technology. We deliver exceptional customer service and a premier shopping experience through our knowledgeable, professional and well-trained sales associates, our loyalty program and our in‑store dining experiences.

Our Neiman Marcus online platform and mobile app are organized by both product category and designer, and are curated to provide a highly personalized, boutique-like experience for our online customers by offering a wide selection of merchandise and around-the-clock customer assistance. Our web pages adjust to our customers’ preferences based on their prior visits and purchases, allowing customers to select their favorite items, see items new to the site since their last visit and request to be informed of new merchandise or events at their local Neiman Marcus store. Our “Product Configurator” allows customers to customize select items, including shoes and boots, with special colors, fabrics and monograms. Our personalization expertise extends beyond our online platform to our customers through advanced digital e-mail and advertising programs.

Bergdorf Goodman. Bergdorf Goodman is a premier retailer in New York City known for its high-luxury merchandise, which includes women’s couture and designer apparel, contemporary sportswear, handbags, shoes, cosmetics, men’s clothing and accessories, precious and designer jewelry, decorative home accessories, fine china, crystal and silver, children’s apparel and gift items. Our customers access our Bergdorf Goodman brand and purchase merchandise through our two Bergdorf Goodman stores, our print catalogs and our Bergdorf Goodman online platform, bergdorfgoodman.com.

Our two Bergdorf Goodman stores are landmark locations on iconic Fifth Avenue in New York City. The elegant, meticulously designed and decorated and visually stunning stores are tourist attractions and have been featured in numerous films and television shows. Like Neiman Marcus, they feature a collection of designer boutiques for established and emerging luxury and fashion designers, each of which is carefully curated by our Bergdorf Goodman merchandising team to include our narrowly distributed, highly differentiated and distinctive luxury merchandise. Bergdorf Goodman stores feature the same level of dedication to exceptional customer service as Neiman Marcus and often showcase innovative new customer service and marketing strategies, including promotional local same-day delivery and online social initiatives.

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Our Bergdorf Goodman online platform, like Neiman Marcus, is organized by both product category and designer, and is curated to provide a boutique-like experience for our customers by offering personalized presentation of a wide selection of merchandise and around-the-clock customer assistance.

MyTheresa. In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. MyTheresa offers an assortment of merchandise focused on luxury, first-season fashion curated by the MyTheresa merchandising team. Customers access our MyTheresa brand through mytheresa.com, our mobile app and the THERESA flagship store in Munich, Germany. Our MyTheresa online platform offers a unique combination of editorial content on the latest trends and a broad offering of merchandise.

Last Call. Last Call is an off-price fashion goods retailer. Our customers purchase merchandise through our 38 Last Call stores and our online platform, lastcall.com. Merchandise offered under our Last Call brand includes, among other things, end-of-season and post-season clearance goods sourced directly from our Neiman Marcus and Bergdorf Goodman brands or other off-price merchandise purchased from designers for resale. During fiscal year 2017, we began a process to assess our Last Call footprint and closed four of our Last Call stores. On September 12, 2017, we announced that we will be closing ten additional Last Call stores in fiscal year 2018 in order to optimize our Last Call store portfolio. We will continue to evaluate our off-price business and seek to optimize the operations of Last Call in the future.

Horchow. We also operate the Horchow brand, which offers luxury home furnishings and accessories primarily through horchow.com and print catalogs.

Customer Service and Marketing

We have a longstanding heritage of providing the highest level of personalized, concierge-style service to our customers through our experienced team of sales associates and personal stylists. We believe our superior customer service enables us to cultivate long-term customer relationships and build strong loyalty to our brands. We are committed to providing our customers with a premier shopping experience at all of our brands, whether in-store or through our online platforms, through the following elements of our comprehensive customer service model:

• omni-channel marketing programs designed to promote customer awareness of our offerings of the latest fashion trends and services;

• our InCircle loyalty program designed to cultivate long-term relationships with our customers;

• our proprietary credit card program facilitating the extension of credit to our customers;

• knowledgeable, professional and well-trained sales associates; and

• customer-friendly websites.

We believe we offer our customers fair return policies consistent with the practices of other luxury and specialty retailers and generally more favorable than designer-owned boutiques and websites. We believe these policies help to cultivate long-term relationships with our customers.

Marketing Programs.  We conduct a wide variety of omni-channel marketing programs that allow us to engage with our customers in multiple ways. We use our marketing programs to develop and maintain relationships with customers, communicate fashion trends and information and generate excitement about the designer brands we carry. The programs include in-store and online events, social promotions and targeted communications leveraging digital and traditional media.

We maintain an active calendar of events to promote our marketing programs. The events, many of which are connected to our InCircle loyalty program, include integrated in-store and online promotions of the merchandise of selected designers or merchandise categories. We also hold seasonal in-store and online trunk shows by leading designers featuring the newest fashions from the designer and participate in charitable functions and partnerships in each of our markets. Trunk shows and in-store promotions at our Neiman Marcus and Bergdorf Goodman stores feature a variety of national and international designers such as Chanel, Brunello Cucinelli, Tom Ford, David Yurman and Ermenegildo Zegna.

We maintain a social media presence for Neiman Marcus, Bergdorf Goodman and MyTheresa on blogs, Twitter, Instagram, Pinterest, Facebook and Snapchat. Social content includes insider fashion news, designer profiles, product promotion, customer service and event support. Posts and replies to customers are updated multiple times per day. Each platform is designed to reinforce our position as a fashion leader as well as to highlight the expertise and insider knowledge of our fashion directors and merchants.

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Through our print media programs, we mail various publications to our customers communicating upcoming in-store events, new merchandise offerings and fashion trends. In connection with these programs, Neiman Marcus produces The Bookapproximately six to eight times each year. The Book is a high-quality shoppable magazine featuring the latest fashion trends that is mailed on a targeted basis to our customers. We also mail an annual Christmas Book known for both practical and lavish gift ideas as well as our over-the-top Fantasy Gifts that can only be found at Neiman Marcus. Our other print publications include the Bergdorf Goodman Magazine, the MyTheresa magazine, specialty catalogs and specific designer mailers.

In addition to print publications, we leverage our websites and online advertising through banner ads and paid searches to communicate and connect with customers seeking fashion information and products online. We believe that our online and print catalog operations complement our full-line retail stores and enable our customers to choose the channel that best fits their needs at any given time.

InCircle Loyalty Program.  Our InCircle loyalty program is designed to cultivate long-term relationships with our U.S. customers. Our loyalty program focuses on our most active customers and includes marketing features such as private in-store events and the ability to accumulate points for qualifying purchases. Increased points are periodically offered in connection with promotional and other events. Upon attaining specified point levels, points are automatically redeemed for gift cards. Almost 40% of our total U.S. revenues in fiscal year 2017 were generated by our InCircle loyalty program members who achieved reward status. On a per customer basis, these customers spend approximately 11 times more with us than our other customers.

Proprietary Credit Card Program.  We maintain a proprietary credit card program in the U.S. through which credit is extended to customers and have a related marketing and servicing alliance with affiliates of Capital One Financial Corporation ("Capital One"). Historically, our customers holding a proprietary credit card, all of whom are members of our InCircle loyalty program, have tended to shop more frequently and have a higher level of spending than customers paying with cash or third party credit cards. In fiscal years 2017 and 2016, approximately 42% of our U.S. revenues were transacted through our proprietary credit cards. We utilize data collected through our proprietary credit card program in connection with promotional events and customer relationship programs to target specific customers based upon their past spending patterns for certain designers, merchandise categories and store locations.

Pursuant to our agreement with Capital One (the "Program Agreement"), Capital One currently offers credit cards and non-card payment plans under both the "Neiman Marcus" and "Bergdorf Goodman" brand names. We receive payments from Capital One based on sales transacted on our proprietary credit cards. These payments are based on the profitability of the credit card portfolio as determined under the Program Agreement and are impacted by a number of factors including credit losses incurred and our allocable share of the profits generated by the credit card portfolio, which in turn may be impacted by credit ratings as determined by various rating agencies. These factors are more fully described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Key Factors Affecting Our Results—Income From Credit Card Program." In addition, we receive payments from Capital One for marketing and servicing activities we provide to Capital One.

In connection with the Program Agreement, we have changed and may continue to change the terms of credit offered to our customers. In addition, Capital One has discretion over certain policies and arrangements with credit card customers and may change these policies and arrangements in ways that affect our relationships with these customers. The Program Agreement terminates July 2020 (renewable thereafter for three-year terms), subject to early termination provisions.

Sales Associates.  Our sales associates instill and reinforce a culture of relationship-based service valued by our customers. We compensate our sales associates primarily on a commission basis and provide them with training in the areas of customer service, selling skills and product knowledge. Our sales associates participate in active clienteling programs, utilizing both print and digital media, designed to maintain contact with our customers between store visits and to provide personalized updates on the latest merchandise offerings and fashion trends. We empower our sales associates to act as personal shoppers and, in many cases, as the personal style advisor to our customers. In our online operations, customers may interact with knowledgeable sales associates using online chat capabilities offered on our websites or by dialing a toll-free telephone number.

We have equipped our sales force with smartphones enabled with our proprietary mobile technology, which has enabled our sales associates to strengthen relationships with our customers through text messages and e-mails. The mobile apps available to our sales associates include our business dashboard, which shows a customer’s purchase history across channels, the customer’s alteration details and other service details. The sales associate is also given product recommendations and reasons to contact customers for events or offers.

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Our sales associates are experienced. Sales associates who have been with us for longer than one year have an average tenure of approximately ten years and had a turnover rate in fiscal year 2017 of 26%. These tenured associates are highly productive, with more than 40% of them generating over $750,000 of revenues each in fiscal year 2017.

Customer-Friendly Online Platforms.  We believe that we offer a high level of service to customers shopping online through user-friendly smartphone apps and websites, site speeds and functionality and many features such as personalized recommendations, runway videos of apparel, detailed product descriptions, sizing information, interviews with designers and multiple angle shots of merchandise. In addition, we place high importance on quick, accurate product delivery and offer customers a variety of options to take delivery of their purchases and make returns, including free shipping and returns, same-day delivery and buy online and pick up in store. We also offer customers an efficient and friendly call center.

Merchandise

We carry a broad selection of narrowly distributed, highly differentiated and distinctive luxury merchandise carefully curated by our highly skilled merchandising groups. We believe our merchandising experience and in‑depth knowledge of our customers and the markets within which we operate allow us to select an appropriate merchandise assortment that is tailored to fully address our customers’ lifestyle needs.

Our experienced merchandising personnel determine the merchandise assortment and quantities to be purchased for each of our brands and the allocation of merchandise to each store. Our merchant and planning organizations for Neiman Marcus stores and Neiman Marcus online are combined to create an omni-channel team and align inventory in stores and online to deliver a superior shopping experience to our customers. As of October 3, 2017, we had approximately 400 merchandise buyers and merchandise planners.

Our percentages of revenues by major merchandise category for fiscal years 2017, 2016 and 2015 were as follows:

	Fiscal year ended
	July 29, 2017		July 30, 2016		August 1, 2015
Women’s Apparel	32	%	32	%	32	%
Women’s Shoes, Handbags and Accessories	29		28		28
Men’s Apparel and Shoes	12		12		12
Cosmetics and Fragrances	12		11		11
Designer and Precious Jewelry	9		10		10
Home Furnishings and Decor	5		5		5
Other	1		2		2
	100	%	100	%	100	%

Substantially all of our merchandise is delivered to us by our designers as finished goods and is manufactured in numerous locations, including Europe and the United States and, to a lesser extent, China, Mexico and South America.

Our major merchandise categories are as follows:

Women’s Apparel.  Women’s apparel consists of dresses, eveningwear, suits, coats and sportswear separates—skirts, pants, blouses, jackets and sweaters. We work with women’s apparel designers to present the merchandise and highlight the best of the designer's product. Our primary women’s apparel designers include Chanel, Brunello Cucinelli, Akris, Valentino, Dolce & Gabbana, Escada and The Row.

Women’s Shoes, Handbags and Accessories.  Women’s accessories include belts, gloves, scarves, hats and sunglasses and complement our shoes and handbags assortments. Our primary designers in this category include Christian Louboutin, Chanel, Manolo Blahnik, Valentino, Saint Laurent, Jimmy Choo and Gucci in ladies' shoes and Chanel, Prada, Gucci, Bottega Veneta, Balenciaga, Saint Laurent, Louis Vuitton, Chloe and Celine in handbags.

Men’s Apparel and Shoes.  Men’s apparel and shoes include suits, dress shirts and ties, sport coats, jackets, trousers, casual wear and eveningwear as well as business and casual footwear. Our primary designers in this category include Ermenegildo Zegna, Brioni, Brunello Cucinelli, Burberry and Tom Ford in men’s clothing and sportswear and Ermenegildo Zegna, Brioni, Salvatore Ferragamo, Gucci and Tom Ford in men’s accessories and shoes.

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Cosmetics and Fragrances.  Cosmetics and fragrances include facial and skin cosmetics, skin therapy and lotions, soaps, fragrances, candles and beauty accessories. Our primary designers of cosmetics and beauty products include La Mer, Chanel, Sisley, Creed, La Prairie, Estee Lauder, Dior and Tom Ford.

Designer and Precious Jewelry.  Our designer and precious jewelry offering includes women’s necklaces, bracelets, rings, earrings and watches that are selected to complement our apparel merchandise offering. Our primary designers in this category include David Yurman, John Hardy and Ippolita in designer jewelry and Chanel and Van Cleef & Arpels in precious jewelry. We often sell precious jewelry that has been consigned to us from the designer.

Home Furnishings and Decor.  Home furnishings and decor include linens, tabletop, kitchen accessories, furniture, rugs, decorative items (frames, candlesticks, vases and sculptures) and collectibles. Merchandise for the home complements our apparel offering in terms of quality and design. Our primary designers in this category include Jay Strongwater, MacKenzie-Childs and Baccarat.

Luxury and Fashion Designer Relationships

Our merchandise assortment consists of a broad selection of narrowly distributed, highly differentiated and distinctive luxury merchandise purchased from both well-known luxury designers and new and emerging fashion designers. We communicate with our designers frequently, providing feedback on current demand for their products, suggesting changes to specific product categories or items and gaining insight into their future fashion direction. Certain designers sell their merchandise or certain of their design collections exclusively to us and other designers sell to us pursuant to their limited distribution policies. Our relationships and purchasing power with designers allow us to obtain a broad selection of quality merchandise. Our women’s and men’s apparel and fashion accessories merchandise categories are especially dependent upon our relationships with designers. We monitor and evaluate the sales and profitability performance of each designer and adjust our future purchasing decisions from time to time based upon the results of this analysis. We have no guaranteed supply arrangements with our principal merchandising sources. In addition, our designer base is diverse, with only two designers representing more than 5% of our total revenues in fiscal year 2017. These designers represented 8.9% and 5.9% of our total revenues in fiscal year 2017. The breadth of our sourcing helps mitigate risks associated with a single brand or designer.

Consistent with industry business practice, we receive allowances from certain of our designers in support of the merchandise we purchase for resale. We also receive advertising allowances from certain of our designers, substantially all of which represent reimbursements of direct, specified and incremental costs we incur to promote the designers' merchandise. In addition, we receive allowances from certain merchandise designers in conjunction with compensation allowances for employees who sell the designers' merchandise. For more information related to allowances received from designers, see Note 1 of the Notes to Consolidated Financial Statements in Item 15.

To expand our product assortment, we offer certain merchandise, primarily precious jewelry, that has been consigned to us from the designer. As of July 29, 2017 and July 30, 2016, we held consigned inventories with a cost basis of approximately $393.1 million and $416.5 million, respectively. Consigned inventories are not reflected in our Consolidated Balance Sheets as we do not take title to consigned merchandise.

Inventory Management

 We manage our inventory on an omni‑channel basis, and our processes and facilities are designed to optimize merchandise productivity. In the first quarter of fiscal year 2017, we launched an integrated merchandising and distribution system, which we refer to as "NMG One". NMG One was designed to enable us to purchase, share, manage and sell our inventories across our omni-channel operations and brands more efficiently.

The majority of the merchandise we purchase is initially received at one of our centralized distribution facilities. We utilize distribution facilities in Longview, Texas, the Dallas-Fort Worth area, Pittston, Pennsylvania and Munich, Germany and three regional service centers in the United States. Our distribution facilities are linked electronically to our various merchandising teams to facilitate the distribution of goods to our stores.

We utilize electronic data interchange technology with certain of our designers, which is designed to move merchandise onto the selling floor quickly and cost-effectively by allowing designers to deliver floor-ready merchandise to the distribution facilities. In addition, we utilize high-speed automated conveyor systems capable of scanning the bar-coded labels on incoming cartons of merchandise and directing the cartons to the proper processing areas. Many types of merchandise are processed in the receiving area and immediately “cross docked” to the shipping dock for delivery to the stores. Certain processing areas are staffed with personnel equipped with hand-held radio frequency terminals that can scan a designer's bar

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code and transmit the necessary information to a computer to record merchandise on hand. We utilize third party carriers to distribute our merchandise to individual stores.

We operate primarily on a pre-distribution model through which we allocate merchandise on our initial purchase orders to each store. This merchandise is shipped from our designers to our distribution facilities for delivery to designated stores. We closely monitor the inventory levels and assortments in our retail stores to facilitate reorder and replenishment decisions, satisfy customer demand and maximize sales.

We utilize a “locker stock” inventory management program to maintain a portion of our most in-demand and high fashion merchandise at our Longview and Pittston distribution facilities. Locker stock inventory can be shipped to the stores that demonstrate the highest customer demand or directly to our store and online customers. This program helps us to restock inventory at individual stores more efficiently, to maximize the opportunity for full-price selling and to minimize the potential risks related to excess inventories.

The two distribution centers in the Dallas-Fort Worth area support primarily our online operations in the United States, and our distribution center outside of Munich, Germany supports our MyTheresa operations. These distribution centers facilitate the receipt and storage of inventories from designers, fulfill customer orders on a timely and efficient basis and receive, research and process customer returns.

Capital Investments

We invest capital to support our long-term business goals and objectives with a goal of generating strong financial returns. We invest capital in the development and construction of new and existing stores, online platforms, distribution and support facilities and information technology. Since fiscal year 2013, we have made gross capital expenditures aggregating $1.1 billion related primarily to (i) enhancements to our merchandising and store systems; (ii) investments in our online platforms and technology and information systems; (iii) the construction of new stores in Garden City, New York (Long Island) (opened in fiscal year 2016) and in Fort Worth, Texas (opened in fiscal year 2017) and a distribution facility in Pittston, Pennsylvania; and (iv) the remodel of our Bergdorf Goodman women's and men’s stores in New York City and Neiman Marcus stores in the following cities:

• Bal Harbour, Florida;

• Chicago, Illinois;

• Oak Brook, Illinois;

• Beverly Hills, California; and

• Palo Alto, California.

In fiscal year 2017, we had gross capital expenditures of approximately $205 million. Net of developer contributions, capital expenditures for fiscal year 2017 were approximately $167 million. Currently, we project gross capital expenditures for fiscal year 2018 to be $208 to $218 million. Net of developer contributions, capital expenditures for fiscal year 2018 are projected to be $155 to $165 million.

We are focused on operating only in attractive markets that can profitably support our stores as well as maintaining the quality of our stores and online platforms and, consequently, our brands. We conduct extensive demographic, marketing and lifestyle research to identify attractive retail markets with a high concentration of our target customers prior to our decision to construct a new store. We typically receive cash allowances from developers related to the construction of our stores, thereby reducing our cash investment in these stores. We received construction allowances aggregating $37.4 million in fiscal year 2017, $38.3 million in fiscal year 2016 and $34.7 million in fiscal year 2015. Our recent and upcoming Neiman Marcus store openings significantly expand our presence in New York:

• Roosevelt Field: We opened a 111,000 square‑foot full‑line Neiman Marcus store in Garden City, New York in February of fiscal year 2016.

• Hudson Yards: We signed a lease to open a flagship full‑line Neiman Marcus store on Manhattan’s flourishing west side at Hudson Yards, a new $25 billion, 28‑acre mixed‑use development project. The approximately 190,000 square‑foot, multi‑level store, which we currently expect to open in fiscal year 2019, marks the first full‑line Neiman Marcus store in New York City and will anchor the one‑million square‑foot Shops at Hudson

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Yards. This new store will offer Neiman Marcus’s signature mix of the world’s most exclusive luxury designers and superior customer service to New York residents and visitors.

In addition to the construction of new stores, we also invest in our existing stores to drive traffic, increase our selling opportunities and enhance customer service.

Competition

The luxury retail industry is highly competitive and fragmented. We compete for customers with luxury and premium multi-branded retailers, designer-owned proprietary boutiques, specialty retailers, national apparel chains, pure-play online retailers, individual specialty apparel stores and "flash sale" businesses that primarily sell out-of-season products. We compete for customers principally on the basis of quality and fashion, customer service, value, assortment and presentation of merchandise, marketing and customer loyalty programs and, in the case of Neiman Marcus and Bergdorf Goodman, store ambiance. Retailers that compete directly with us for distribution of luxury fashion brands include Saks Fifth Avenue, Barneys New York, Net-a-Porter, designer boutiques and other national, regional and local retailers. Nordstrom and Bloomingdale's feature a limited offering of luxury merchandise and compete with us to a lesser extent.

We believe we differ from other national retailers by:

• our approach to omni-channel retailing;

• distinctive merchandise assortments, which we believe are more upscale than other luxury and premium multi-branded retailers, and exclusive merchandise offerings that are only available in our stores;

• excellent customer service;

• prime real estate locations;

• premier online websites; and

• elegant shopping environments.

We believe we differentiate ourselves from regional and local luxury and premium retailers through:

• our omni-channel approach to business;

• strong national brands;

• diverse product selection;

• loyalty program;

• customer service;

• prime shopping locations; and

• strong designer relationships that allow us to offer the top merchandise from each designer.

Designer-owned proprietary boutiques and specialty stores carry a much smaller selection of designer brands and merchandise, lack the overall shopping experience we provide, have a limited number of retail locations and generally offer more restrictive return policies.

Employees

As of October 3, 2017, we had approximately 13,700 full-time employees. Our staffing requirements fluctuate during the year as a result of the seasonality of the retail industry. We hire additional temporary associates and increase the hours of part-time employees during seasonal peak selling periods. Except for certain employees of Bergdorf Goodman representingless than 1%of our total employees, none of our employees are subject to a collective bargaining agreement. We believe thatour relations with our employees are good.

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Seasonality

Our business, like that of most retailers, is affected by seasonal fluctuations in customer demand, product offerings and working capital expenditures. For additional information on seasonality, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Seasonality.”

Intellectual Property

We own certain tradenames and service marks, including the “Neiman Marcus,” “Bergdorf Goodman” and "mytheresa" marks, that are important to our overall business strategy. These marks are valuable assets that consumers associate with luxury goods.

Regulation

The credit card operations that are conducted under our arrangements with Capital One are subject to numerous federal and state laws that impose disclosure and other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged by a credit provider. In addition to our proprietary credit cards, credit to our customers is also provided primarily through third parties. Any regulation or change in the regulation of credit arrangements that would materially limit the availability of credit to our customer base could adversely affect our results of operations or financial condition.

Our practices, as well as those of our competitors, are subject to review in the ordinary course of business by the Federal Trade Commission and are subject to numerous federal and state laws. Additionally, we are subject to certain customs, anti-corruption laws, truth-in-advertising and other laws, including consumer protection regulations that regulate retailers generally and/or govern the importation, promotion and sale of merchandise. We undertake to monitor changes in these laws and believe that we are in material compliance with all applicable state and federal regulations with respect to such practices.

Additional Information

For more information about our business, financial condition and results of operations, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and the related notes thereto contained in Item 15.

We also make our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and related amendments, available free of charge through our website at www.neimanmarcusgroup.com as soon as reasonably practicable after we electronically file such material with (or furnish such material to) the Securities and Exchange Commission (the "SEC").  The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered to be part of this Annual Report on Form 10-K.

Copies of the reports and other information we file with the SEC may also be examined by the public without charge at 100 F Street, N.E., Room 1580, Washington D.C., 20549, or on the internet at http://sec.gov. Copies of all or a portion of such materials can be obtained from the SEC upon payment of prescribed fees. Please call the SEC at 1-800-SEC-0330 for further information.

ITEM 1A.     RISK FACTORS

Risks Related to Our Business and Industry

Our success and results of operations depend heavily on our ability to maintain a relevant, enjoyable and reliable omni‑channel experience for our customers and to anticipate and meet our customers’ evolving shopping preferences.

As an omni‑channel retailer, we interact with our customers across a variety of different channels, including in‑store, online, mobile devices, and social media, all in a rapidly evolving retail and shopping landscape. Our customers are increasingly using tablets and mobile phones to make purchases online and facilitate purchasing decisions when in our stores. Our customers also engage with us online by providing feedback and public commentary about all aspects of our business.

Omni‑channel retailing is rapidly evolving and our success depends on our ability to differentiate our brand and product offerings by anticipating and implementing innovations in customer experience and logistics to appeal to customers

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who increasingly rely on multiple channels to meet their shopping needs. To do so, we must make investments to keep up to date with competitive technology trends, including the proliferation of mobile usage, evolving creative user interfaces and other e‑commerce marketing trends related to customer acquisition and engagement, among others, which may increase our costs and which may not succeed in increasing sales or attracting customers. Although we continually analyze trends in the way our customers shop and the relationships between our in-store and online offerings in an effort to maximize incremental sales, we may not gather accurate and relevant data or effectively utilize that data to accurately predict our customers' shopping preferences, which may impact our strategic planning and decision making.

If for any reason we are not successful at developing and implementing omni‑channel initiatives to provide a convenient, consistent and enjoyable shopping experience for our customers across all channels and to provide our customers the products they want, when and where they want them, our financial performance and brands could be adversely affected.

Economic conditions may negatively impact consumer spending and demand for our merchandise.

We sell luxury retail merchandise. Purchases of merchandise by our customers are discretionary, and therefore highly dependent upon the level of consumer spending, particularly among affluent customers. A number of factors affect the level of consumer spending on our merchandise, and in turn our revenues and comparable revenues, including:

• general economic and industry conditions, including inflation, deflation, changes related to interest rates and foreign currency exchange rates, rates of economic growth, current and expected unemployment levels and government fiscal and monetary policies; 

• the performance of the financial, equity and credit markets; 

• consumer disposable income levels, consumer confidence levels, the availability, cost and level of consumer debt and consumer behaviors towards incurring and paying debt;

• national and global geo-political uncertainty;

• the strength of the U.S. dollar against international currencies, most notably the Euro and British pound, and a resulting impact on tourism and spending by international customers in the U.S.;

• a significant and sustained decline in the global price of crude oil and the resulting impact on stakeholders in the oil and gas industries, particularly in the Texas markets in which we have a significant presence;

• changes in prices for commodities and energy, including fuel; and 

• current and expected tax rates and policies.

We believe that the factors identified in the list above are constraining customers' willingness to shop with us and causing some of those who do shop to limit the dollar amounts or quantities of their purchases. This has caused our operating results to decline. As a consequence, we recorded significant impairment charges in fiscal years 2017 and 2016 related to certain of our tradenames, goodwill and long-lived assets. Additionally, past deteriorations in domestic and global economic conditions, such as the downturn in calendar years 2008 and 2009, have had a significant adverse impact on our business by causing reductions in customer spending. If the current difficult economic conditions and their effect on customer spending on luxury goods continue, we could experience further material and adverse effects on our business, financial condition and results of operations.

The luxury retail industry is highly competitive and our failure to compete effectively with other retailers could negatively impact our results of operations and our customers' perceptions of us.

The luxury retail industry is highly competitive and fragmented. We compete for customers with luxury and premium multi-branded retailers, designer-owned proprietary boutiques, specialty retailers, national apparel chains, pure-play online retailers, individual specialty apparel stores and "flash sale" businesses that primarily sell out-of-season products. Many of our competitors have greater financial, marketing or operational resources than we do.

We face strong competition to attract and retain new customers, maintain relationships with existing customers and obtain merchandise from key designers. We compete for customers principally on the basis of quality and fashion, customer service, value, assortment and presentation of merchandise, marketing and customer loyalty programs, store ambiance, availability of in-store services and online experience and accessibility. The availability of in-store service and experience offerings, such as dining, beauty and salon services and special events is another dimension of competition as retailers seek to

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draw customers to their stores. We believe our success in continuing to offer customers desirable in-store experiences and identifying and executing on new opportunities in this area is an important component of our competitive positioning.

Our failure to compete successfully based on these and other factors may have an adverse effect on our results of operations and cause us to lose market share to our competitors.

The continuing migration to online shopping and increasing availability of luxury merchandise online has diverted sales from physical stores and increased the intensity of in-store and online price competition among retailers. In the current business environment, many retailers are engaging in aggressive pricing competition strategies, including significant discounting of merchandise and the discounting or elimination of costs for services such as alterations or shipping. We may be required to engage in similar practices to compete with such retailers and attempt to preserve or increase market share, which could negatively impact our revenues, margins and reputation as a luxury retailer.

A number of other competitive factors could have an adverse effect on our business, financial condition and results of operations, including:

• expansion of product or service offerings by existing competitors; 

• entry by new competitors into markets and channels in which we currently operate;

• alteration of the distribution channels used by designers for the sale of their goods to consumers; and

• adoption by existing competitors of innovative retail sales methods.

Our failure to compete successfully with our existing or new competitors may have a material adverse effect on our business, financial condition and results of operations.

If we fail to anticipate and identify merchandise fashion trends and accurately forecast demand, our business, financial condition and results of operations may be adversely affected.

We make decisions regarding the purchase of our merchandise inventory well in advance of the season in which it will be sold. For example, women’s apparel, men’s apparel, shoes and handbags are typically ordered six to nine months in advance of the date the merchandise will be offered for sale, while jewelry and other categories are typically ordered three to six months in advance of such date. Meanwhile, the increasing use of digital and social media by consumers as a driver of fashion demand has contributed to consumers’ anticipation and expectation that particular items of merchandise be available within a very short timeframe from their introduction.

If our sales during any season or for any particular merchandise product category are significantly lower than we anticipated, we may not be able to adjust our expenditures for inventory and other expenses in a timely fashion and may be left with significant amounts of unsold inventory. If that occurs, we may be forced to rely on markdowns or promotional sales to dispose of excess or slow-selling inventory, which may negatively impact our gross margins, results of operations and cash flows. Conversely, if we fail to purchase a sufficient quantity of in-demand merchandise items, we may be unable to meet consumer demand, lose sales opportunities or adversely affect our customer relationships and reputation as a premier luxury retailer. Any failure on our part to anticipate, identify and respond effectively to fashion trends and merchandise demand could adversely affect our business, financial condition and results of operations.

We focus on providing a seamless, cohesive and high-quality experience through our omni‑channel retail model, which adds complexities to our business that create additional risk.

With the expansion of the integrated omni‑channel retail model, including through the implementation of NMG One, we believe our overall business has become and will continue to become more complex. These changes require us to develop new expertise in response to the new challenges, risks and uncertainties inherent in the delivery and execution of an integrated omni‑channel retailing model. For example, issues related to the implementation of NMG One, which we launched in the first quarter of fiscal year 2017, resulted in disruptions to our business and adversely affected our results of operations during fiscal year 2017. While we believe substantially all the issues related to the implementation of that project have been remediated, future omni-channel initiatives could cause additional disruptions to our business.  As we continue to execute our plans and evolve and transform our omni-channel strategy, we may not adequately manage the related organizational or technological changes to align with our strategy, make investments at the right time or pace or in the right manner, or appropriately implement, monitor, report or communicate the changes in an effective manner.

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We are also vulnerable to certain additional risks and uncertainties associated with our e‑commerce websites, including changes in required technology interfaces, website downtime and other technical failures, internet connectivity issues, costs and technical issues as we upgrade our website software, computer viruses, changes in applicable federal and state regulations, security breaches and consumer privacy concerns. Our failure to successfully respond to these risks and uncertainties, properly allocate our capital between the store and online environment, make the appropriate level of investments in customer-facing technology, or adapt our store operations to the integrated omni‑channel retail model could adversely affect our revenues or margins as well as damage our reputation, brands and competitive position.

We depend on the success of our advertising and marketing programs.

Our business depends on attracting a high volume of customers who are likely to purchase our merchandise. We have a significant number of marketing initiatives and regularly fine‑tune our approach and adopt new ones, including continuing efforts to ensure our marketing activities are aligned with all of the different ways in which customers currently shop. However, there can be no assurance that we will be able to effectively execute our advertising and marketing programs in the future, and any failure to do so could adversely affect our business, financial condition and results of operations.

In particular, our InCircle loyalty program is designed to cultivate long‑term relationships with our customers and enhance the quality of service we provide to our customers. We must constantly monitor and update the terms of this loyalty program so that it continues to meet the demands and needs of our customers and remain competitive with loyalty programs offered by other luxury and premium multi‑branded retailers. Almost 40% of our total U.S. revenues in fiscal year 2017 were generated by our InCircle loyalty program members who achieved reward status. If our InCircle loyalty program were to fail to provide competitive rewards and quality service to our customers, our business and results of operations could be adversely affected.

Our business depends significantly on our ability to drive customer traffic to our retail stores, and such efforts can be costly and are subject to numerous operational and other risks.

In-store sales constitute a majority of our revenues and such sales rely on customer traffic. We believe customer traffic at our stores is driven by a number of Company-specific factors including location, store ambiance, the availability of in-store service and experience offerings, such as dining, beauty and salon services and special events, as well as customer traffic at surrounding stores and business. Many of our stores are located in desirable locations within shopping malls and benefit from the abilities that we and other anchor tenants have to generate consumer traffic. A substantial decline in mall traffic, the development of new shopping malls, the availability of locations within existing or new shopping malls, the success of individual shopping malls and the success of other anchor tenants may negatively impact our ability to maintain or grow our sales in existing stores, as well as our ability to open new stores, which could have an adverse effect on our financial condition or results of operations. In addition, increased availability of online shopping has contributed to a reduction of customer traffic at many other retailers which can lead to financial difficulties of shopping center tenants and, in turn, potential shopping center vacancies, all of which can further reduce customer traffic at these locations. Any of these factors may affect our stores. Certain of our stores may be impacted by other location-specific issues.

We routinely evaluate potential expansions and/or remodels of our existing stores to enhance the customer experience in an effort to increase sales. Store expansions or remodels often involve significant up-front costs, disruptions to the customer experience that can reduce traffic and sales and, in some cases, timing uncertainties. In undertaking store expansions or remodels, we must complete the expansion or remodel in a timely, cost‑effective manner, minimize disruptions to our existing operations and succeed in creating an improved shopping environment that increases customer traffic and revenues. Our ability to complete expansions and remodels is also subject to our ability to fund them through cash flows from operations or indebtedness.

We believe our customer traffic and in-store revenue results are strongly dependent on our success in continuing to offer customers desirable in-store experiences through remodels and other service offerings. Our failure to provide a desirable in-store customer experience, as well as other customer traffic trends or declines that may be outside of our control, could adversely affect our revenues and results of operations.

Our expansion and growth through the opening of new retail stores is subject to numerous risks, some of which are beyond our control.

The success of our business is dependent on our ability to develop and execute our growth strategies. Our continued growth depends, in part, on our successful development, opening and operation of new stores. Successful execution of this strategy depends upon a number of factors, including our ability to identify suitable sites for new stores, negotiate and execute

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leases on acceptable terms, construct, furnish and supply a store in a timely and cost effective manner, accurately assess the demographic or retail environment at a given location, hire and train qualified personnel, obtain necessary permits and zoning approvals, obtain commitments from a core group of vendors to supply a new store, integrate a new store into our distribution network and build customer awareness and loyalty. Our new stores are typically large‑scale construction projects that are subject to numerous risks. Construction costs may exceed our original estimates due to increases in materials, labor or other costs, and we may experience permitting or construction delays, which may further increase project costs and delay projected sales. These risks may be exacerbated to the extent we engage third party developers or contractors in connection with such projects or are subject to approvals of regulatory bodies to complete the projects. For example, the Shops at Hudson Yards project is a significant, multi‑year development project managed by a third party and we cannot assure you that the project, including the full‑line Neiman Marcus store, will be completed within the timeframe or budget that we currently contemplate. As each new store represents a significant investment of capital, time and other resources, delays or failures in opening new stores, or achieving lower than expected sales in new stores, could materially and adversely affect our growth. In addition, new store openings involve the risks described under "Our performance and results of operations may be adversely affected by the significant costs associated with our expansion and growth strategies."

Our growth strategies may also lead us to expand into additional geographical markets in the future, either by opening new stores or through acquisitions. These markets may have different competitive conditions, consumer trends and discretionary spending patterns than our existing markets, which may cause our operations in these markets to be less successful than in our existing markets.

Failure to execute on these or other aspects of our growth strategies in a cost-effective manner could adversely affect our revenues and results of operations.

Our performance and results of operations may be adversely affected by the significant costs associated with our expansion and growth strategies.

We have made and intend to continue making significant ongoing investments to support our expansion and growth strategies. For example, we make capital investments in our new and existing stores, websites, omni‑channel model and distribution and support facilities, as well as in information technology, and incur expenses for headcount, advertising and marketing, professional fees and other costs in support of our growth initiatives. The amounts of such investments, expenses and costs are often difficult to predict because they require us to anticipate our customers’ needs, our needs as we grow, trends within our industry and our competitors’ actions. If we fail to accurately predict the amounts of or returns on these investments, expenses and costs, our results of operations could be adversely affected.

Investments and partnerships in new business strategies and acquisitions could impact our business, financial performance and results of operations.

We may, from time to time, acquire other businesses, such as our acquisition of MyTheresa in October 2014, or make other investments in businesses or partnerships. Such acquisitions or investments would subject us to additional associated risks, including the integration of operations and personnel, the achievement of any expected operational, branding and other synergies and strategic benefits, and the diversion of management resources to effect and implement acquisitions. These acquisitions and investments may not perform as expected or cause us to assume liabilities unrecognized or underestimated in due diligence. In addition, we may be unable to retain key employees in any business we acquire, we may experience difficulty integrating any businesses we acquire, and any such acquisitions may result in the diversion of our capital and our management’s attention from other business issues and opportunities, any of which could harm our business, financial performance and results of operations.

A significant portion of our revenue is from our stores in four states, which exposes us to economic circumstances unique to or catastrophic occurrences affecting those states.

Our stores located in California, Florida, New York and Texas together represented approximately 50% of our revenues in fiscal year 2017. As a result, we are more vulnerable to economic and other conditions in those states, particularly the major metropolitan areas in those states, than our more geographically diversified competitors. Any events or circumstances that negatively affect those states could materially adversely affect our revenues and profitability.

The sustained reduction in oil prices that began in early calendar year 2014 has caused particular stress to the Texas economy, including in the major metropolitan areas where our seven Texas stores are located. We believe that this stress has negatively impacted the performance of our Texas stores, as a significant number of those stores' customers are employed or invested in, or otherwise affected by, the energy sector and are reducing their discretionary spending on items such as our

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luxury merchandise. The trajectory of energy prices is uncertain and our Texas stores' performance may continue to be impacted by the performance of companies in the energy sector.

Additionally, our stores in California, Florida and New York are located in cities that host a large number of international travelers to the United States. We believe that the current relative strength of the dollar against other international currencies, including the Euro, is affecting the willingness of tourists and other non-U.S. customers to buy luxury merchandise from our stores in those states as the strength of the dollar relative to their home currencies makes our merchandise more expensive to them on a relative basis. Recent developments such as the United Kingdom's initiation of negotiations to leave the European Union and subsequent related developments, including the possibility of similar initiatives by other European countries, may lead to additional global economic uncertainty that could cause the dollar to remain strong relative to the Euro and the British pound, which could continue to affect the performance of our California, Florida and New York stores.

Other factors that may affect the results of operations of our stores located in those states include, among other things, changes in demographics, population and employee bases, wage increases, future changes in economic conditions, severe weather conditions such as Hurricane Harvey and Hurricane Irma, which significantly impacted and required temporary closure of our stores in Houston, Texas and in Florida when they made landfall during the first quarter of fiscal year 2018, and other catastrophic occurrences. Such conditions may result in reduced customer traffic and spending in our stores, physical damage to our stores, loss of inventory, closure of one or more of our stores, inadequate work force in our markets, temporary disruption in the supply of merchandise, delays in the delivery of merchandise to our stores and a reduction in the availability of merchandise in our stores. Any of these factors may disrupt our business and materially adversely affect our business, financial condition and results of operations.

We are dependent on our relationships with certain designers, vendors and other sources of merchandise.

Our relationships with established and emerging designers are a key factor in our success as a luxury merchandise retailer because sales of designer merchandise represent a substantial portion of our revenues. Many of our key vendors limit the number of retail channels they use to sell their merchandise and we have no guaranteed supply arrangements with our principal sources of merchandise. In addition, nearly all of our top designer brands are sold by competing retailers and have their own proprietary retail stores and/or websites. Accordingly, there can be no assurance that any of such sources or designers will continue to sell to us or meet our quality, style and volume requirements.

If one or more of our top designers were to (i) limit the supply of merchandise made available to us for resale on a wholesale basis or otherwise, (ii) increase the supply of merchandise made available to our competitors, (iii) increase the supply of merchandise made available to their own proprietary retail stores and websites or significantly increase the number of their proprietary retail stores, (iv) convert the distribution of merchandise made available to us from a wholesale arrangement to a concession arrangement (whereby the designer merchandises its boutique within our store and pays us a pre-determined percentage of the revenues derived from the sale of such merchandise), which certain of our key vendors have done, or (v) cease the wholesale distribution of their merchandise to retailers, our business could be adversely affected. Any decline in the quality or popularity of our top designer brands could also adversely affect our business.

During periods of adverse change in general economic, industry or competitive conditions, some of our designers and vendors may experience cash flow issues, reductions in available credit from banks, factors or other financial institutions, or increases in the cost of capital. In response to those conditions or to concerns about our financial condition, such designers and vendors may attempt to increase their prices, alter historical credit and payment terms available to us or take other actions. Any of these actions could have an adverse impact on our relationships with such designers or vendors, or constrain the amounts or timing of our purchases from such designers or vendors, and, ultimately, have an adverse effect on our revenues, results of operations and liquidity.

A material disruption in our information systems could adversely affect our business or results of operations.

We rely on our information systems to process transactions, summarize our results of operations and manage our business. The reliability and capacity of our information systems is critical to our operations and the implementation of our growth initiatives. Our information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyber‑attack or other security breaches and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism and usage errors by our employees. If our information systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer losses of critical data and/or interruptions or delays in our operations.

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Additionally, our websites or mobile e-commerce platforms may suffer future outages or instability despite our efforts and investments and such outages may cause us to lose sales or lead us to offer promotions that could negatively impact our margins. To keep pace with changing technology, we must continuously implement new information technology systems as well as enhance our existing systems. Moreover, the successful execution of some of our growth strategies, in particular the expansion of our omni‑channel and online capabilities, is dependent on the design and implementation of new systems and technologies and/or the enhancement of existing systems. Issues related to the implementation of NMG One, which we launched in the first quarter of fiscal year 2017, resulted in disruptions to our business and adversely affected our results of operations during fiscal year 2017. While we believe substantially all the issues related to the implementation of that project have been remediated, future omni-channel initiatives could cause additional disruptions to our business.  Additionally, we are developing and implementing a process of updating our data storage center, which may involve outsourcing one or more of our data center functions to a third-party provider, migrating functions to the cloud or physically relocating all or some of our own data storage hardware to a new location. This process is in the very early stages, and it is possible that we may experience interruption to our operations in the course of completing this complex but necessary information technology initiative.

Any material disruption in our information systems, or delays or difficulties in implementing or integrating new systems or enhancing or expanding current systems, could have an adverse effect on our business, in particular our online operations, and results of operations.

An impairment of the carrying value of goodwill or other indefinite-lived intangible assets has negatively affected and may in the future negatively affect our financial results and net worth.

Indefinite-lived intangible assets, such as our Neiman Marcus, Bergdorf Goodman and MyTheresa tradenames and goodwill, are not subject to amortization but are tested for impairment in the fourth quarter of each fiscal year and upon the occurrence of certain events. We test indefinite-lived intangible assets by comparing the fair value of the assets to their estimated fair values. Similarly, we test goodwill at the reporting unit level by comparing the carrying value of the net assets of the reporting unit, including goodwill, to the unit's fair value. If the carrying values of indefinite-lived intangible assets or goodwill exceed their estimated fair value, an impairment charge is recorded to write down the intangible asset or goodwill to its estimated fair value. Factors that could result in an impairment include economic conditions, future business conditions and trends, projected revenues, earnings and cash flows as well as other market factors such as the weighted average cost of capital and valuation multiples. Based upon the review of our indefinite-lived intangible assets and our goodwill, we recorded impairment charges to our indefinite-lived intangible assets aggregating $309.7 million in fiscal year 2017 and $228.9 million in fiscal year 2016 and to our goodwill balances aggregating $196.2 million in fiscal year 2017 and $199.2 million in fiscal year 2016.Future impairment charges could be required if we do not achieve our current cash flow, revenue and profitability projections, market royalty rates decrease or the weighted average cost of capital increases. This could negatively affect our financial results and net worth.

Our continued success is substantially dependent on positive perceptions of our company, which, if eroded, could adversely affect our customer, employee and vendor relationships.

We have a reputation associated with a high level of integrity, customer service and quality merchandise, which is one of the reasons customers shop with us and employees choose us as a place of employment. To be successful in the future, we must continue to preserve, grow and leverage the value of our reputation. Reputational value is based in large part on perceptions. While reputations may take decades to build, negative incidents or developments, including actions taken by our business partners, industry conditions or our operating performance and liquidity and/or perceptions as to our performance and liquidity, can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, governmental investigations or litigation. Any significant damage to our reputation could negatively impact sales, diminish customer trust, reduce employee morale and productivity, lead to difficulties in recruiting and retaining qualified employees or cause difficulties in our vendor or other business and financial relationships.

A breach in information privacy could negatively impact our operations.

The protection of our customer, employee and company data is critically important to us. We utilize customer data collected through both our proprietary credit card programs and our in-store and online activities. Additionally, we may share personal information with certain third party vendors and service providers as needed for them to assist with various aspects of our business. Our customers and employees have a high expectation that we will adequately safeguard and protect their personal information. Despite our security measures and our requirements that third party vendors and service providers maintain security measures to the extent they have access to personal information, our or our vendors’ information technology and infrastructure may be vulnerable to criminal cyber-attacks or security incidents due to employee error, malfeasance or other vulnerabilities. The increased use of mobile phones, tablets and wireless networks to make purchases and to transmit data has

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further increased the complexity and cost associated with ensuring protection of transmitted information. During the ordinary course of business, the Company experiences and expects to continue to experience limited compromises or potential compromises of personal information due to unauthorized external attempts to access information and has experienced significant compromises in the past including those described below. Any such incident could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. In addition, we outsource certain functions, such as customer communication platforms and credit card transaction processing, and these relationships allow for the storage and processing of customer information by third parties, which could result in security breaches impacting our customers.

We have taken steps to further strengthen the security of our computer systems and continue to assess, maintain and enhance the ongoing effectiveness of our information security systems. However, the techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target. Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures. It is therefore possible that in the future we may suffer a criminal attack, unauthorized parties may gain access to personal information in our possession and we may not be able to identify any such incident in a timely manner.

As described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we incurred costs in fiscal years 2017, 2016 and 2015 associated with a cyber-attack that we discovered in January 2014 relating to the clandestine installation of malicious software on our computer systems that attempted to collect payment card data (the “Cyber-Attack”), including investigative, legal and other costs. In the future, state enforcement authorities may also impose fines or other remedies against us. Such costs are not currently estimable but could be material to our future results of operations.

As described in Item 3, "Legal Proceedings" and Note 12 of the Notes to Consolidated Financial Statements in Item 15, the Cyber-Attack gave rise to putative class action litigation on behalf of customers and regulatory investigations. This putative class action has settled and the settlement agreement has received preliminary approval by the court. At this point, we are unable to predict the developments in, outcome of, and economic and other consequences of pending litigation or government inquiries related to this matter. Any future criminal cyber-attack or data security incident may damage our reputation and relationships with our customers and may result in additional regulatory investigations, legal proceedings or liability under laws that protect the privacy of personal information, all of which may adversely affect our business, financial condition and results of operations.

Conditions in the countries where we source our merchandise and international trade conditions could adversely affect us.

A substantial majority of our merchandise is manufactured overseas, mostly in Europe and, to a lesser extent, China, Mexico and South America, and delivered to us by our vendors as finished goods. As a result, political or financial instability, labor strikes, natural disasters or other events resulting in the disruption of trade or transportation from other countries or the imposition of additional regulations relating to foreign trade could cause significant delays or interruptions in the supply of our merchandise or increase our costs, either of which could have an adverse effect on our business. If we are forced to source merchandise from other countries, such merchandise might be more expensive or of a different or inferior quality from the merchandise we now sell. If we were unable to adequately replace the merchandise we currently source with merchandise produced elsewhere, our business could be adversely affected.

Additionally, current political issues in the U.S., the United Kingdom and other European countries have created significant uncertainty regarding international trade policy. These developments are widely anticipated to increase regulatory complexities and, potentially, lead to the increase or implementation of import tariffs that may affect our costs of importing merchandise. Major adverse changes in trade policy or relations, including the imposition of tariffs on goods that we import or export could adversely affect our results of operations.

Our business is affected by foreign currency fluctuations and inflation.

We purchase a substantial portion of our inventory from foreign suppliers whose costs are affected by the fluctuation of their local currency against the U.S. dollar or who price their merchandise in currencies other than the U.S. dollar. While fluctuations in the Euro-U.S. dollar exchange rate can affect us most significantly, we source merchandise from numerous countries and thus are affected by changes in numerous other currencies and, generally, by fluctuations in the value of the U.S. dollar relative to such currencies. During fiscal year 2015, the U.S. dollar began to strengthen against the Euro and other international currencies and the U.S. dollar remained relatively strong through fiscal years 2016 and 2017. The United Kingdom's June 2016 referendum to leave the European Union caused the values of the Euro and the British pound to decline further relative to the U.S. dollar and has created market uncertainty with respect to the future strength of the Euro and the British pound, which may contribute to continued strength of the U.S. dollar relative to those currencies. We believe a stronger

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U.S. dollar may (i) create disincentives to, or changes in the pattern, practice or frequency of, travel to and spending by foreign tourists in the regions in which we operate our retail stores and (ii) increase U.S. consumers’ willingness or ability to travel abroad and purchase merchandise we offer for sale at relatively lower prices from foreign retailers. See "A significant portion of our revenue is from our stores in four states, which exposes us to economic circumstances or catastrophic occurrences affecting those states" above. In addition, we believe a strengthening of the U.S. dollar relative to foreign currencies, most notably the Euro, may impact the retail prices of merchandise offered for sale and/or our cost of goods sold. Any of these effects or their continuation could cause our revenues or product margins to decrease.

We have also experienced certain inflationary effects in our cost base due to increases in selling, general and administrative expenses, particularly with regard to employee health care and other benefits. Inflation can negatively impact our margins and profitability if we are unable to increase prices or cut costs to offset the effects of inflation in our cost base.

Funding requirements or benefit payment costs under our pension plan could impact our financial results and cash flows.

We sponsor a defined benefit pension plan and we are required to make funding contributions to the plan to maintain its funded status. Funding requirements are based on, among other things, actuarial assumptions regarding benefit costs and anticipated future returns on plan assets (which depend in part on future interest rates). Significant changes in interest rates, actuarial assumptions (including expected mortality rates), fluctuations in the fair value of plan assets and benefit payments could affect the funded status of our Pension Plan and could increase future funding requirements. Any significant increase in pension plan funding requirements or a decision to make voluntary lump-sum payments to plan participants could negatively impact our cash flows, financial condition, liquidity or results of operations.

Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.

As part of our business strategy, we intend to increase our sales outside the United States. We have limited experience operating overseas subsidiaries and managing non‑U.S. employees and, as a result, may encounter cultural challenges with local practices and customs that may result in harm to our reputation and the value of our brands. Our international revenues are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will increase the effects of these risks. These risks include: (i) political or civil instability of foreign markets (including acts of terrorism) and general economic conditions; (ii) foreign governments’ restrictive trade policies; (iii) sudden policy changes by foreign agencies or governments; (iv) the imposition of, or increase in, duties, taxes, government royalties or non‑tariff trade barriers; (v) difficulty in collecting international accounts receivable and potentially longer payment cycles; (vi) restrictions on repatriation of cash and investments in operations in certain countries; (vii) problems entering international markets with different cultural bases, consumer preferences and competitive environments; (viii) labor unrest in foreign markets; (ix) compliance with laws and regulations applicable to international operations, such as the Foreign Corrupt Practices Act and regulations promulgated by the Office of Foreign Asset Control; and (x) operating in new, developing or other markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws and regulations relating to contract and intellectual property rights. Any of these risks could have a material adverse effect on our international operations and our growth strategy.

We outsource certain business processes to third party vendors, which subjects us to risks, including disruptions in our business, compromise of data and increased costs.

We outsource certain technology-related processes to third parties. These include credit card authorization and processing, insurance claims processing, payroll processing, record keeping for retirement and benefit plans and certain information technology functions. In addition, we depend on third party vendors for delivery of our merchandise from manufacturers and to our customers. We review outsourcing alternatives on a regular basis and may decide to outsource additional processes in the future. If third party providers fail to meet our performance standards and expectations, including with respect to data security, our reputation, revenues and results of operations could be adversely affected. In addition, we could face increased costs associated with finding replacement vendors or hiring new employees to provide these services in-house.

The loss of senior management or attrition among our buyers or key sales associates could adversely affect our business.

Our success in the global luxury merchandise industry is dependent on our senior management team, buyers and key sales associates. We rely on the experience of our senior management, and their knowledge of our business and industry would be difficult to replace. Several executives have departed the Company during fiscal years 2017 and 2016, and such departures cause us to incur costs and diversion of management attention to locate and retain quality replacements and to fulfill the

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functions of those positions until they are filled. Additionally, if we were to lose a portion of our buyers or key sales associates, our ability to benefit from long-standing relationships with key designers or to provide relationship-based customer service could suffer. We may not be able to retain our current senior management team, buyers or key sales associates and the loss of any of these individuals could adversely affect our business. We do not maintain key person insurance on any employee.

Our business may be adversely affected by union activities.

Certain employees of our Bergdorf Goodman stores, representing less than 1% of our total employees, are subject to a collective bargaining agreement. Additionally, some of our vendors that service our properties and contractors or subcontractors that may be hired for store construction or remodeling projects have unionized employees. We may experience disruptions at our stores or other pressure as a result of protests or other activities by our vendors' or our labor unions. Additionally, the unionization of a more significant portion of our workforce could increase the overall costs at the affected locations and adversely affect our flexibility to run our business competitively and otherwise adversely affect our business, financial condition and results of operations. 

Changes in our credit card arrangements and regulations with respect to those arrangements could adversely impact our business.

We maintain a proprietary credit card program through which credit is extended to customers and have a related marketing and servicing alliance with affiliates of Capital One. Pursuant to the Program Agreement, Capital One currently offers credit cards and non-card payment plans under both the "Neiman Marcus" and "Bergdorf Goodman" brand names. Also, we receive payments from Capital One based on sales transacted on our proprietary credit cards. These payments are based on the profitability of the credit card portfolio as determined under the Program Agreement and are impacted by a number of factors including credit losses incurred and our allocable share of the profits generated by the credit card portfolio, which in turn may be impacted by credit ratings as determined by various rating agencies. In addition, we receive payments from Capital One for marketing and servicing activities we provide to Capital One. The Program Agreement terminates in July 2020 (renewable thereafter for three-year terms), subject to early termination provisions.

In connection with the Program Agreement, we have changed and may continue to change the terms of credit offered to our customers. In addition, Capital One has discretion over certain policies and arrangements with credit card customers and may change these policies and arrangements in ways that affect our relationships with these customers. Our credit ratings also impact revenue sharing under the Program Agreement. Beginning in July 2017, in accordance with the provisions of the credit card program agreement, our allocable share of the profits generated by the credit card portfolio was reduced as a result of our current credit ratings by S&P and Moody's. Moreover, changes in credit card use, payment patterns and default rates may result from a variety of economic, legal, social and other factors that we cannot control or predict with certainty. Any such changes in our credit card arrangements may adversely affect our credit card program and, ultimately, our business.

Credit card operations such as our proprietary program through Capital One are subject to numerous federal and state laws such as the Credit Card Accountability Responsibility and Disclosure Act of 2009 (the "CARD Act") and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") that impose disclosure and other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged by a credit provider . The CARD Act included new and revised rules and restrictions on credit card pricing, finance charges and fees, customer billing practices and payment application. The Dodd-Frank Act was enacted in July 2010 and increased the regulatory requirements affecting providers of consumer credit. These changes significantly restructured regulatory oversight and other aspects of the financial industry, created a new federal agency to supervise and enforce consumer lending laws and regulations and expanded state authority over consumer lending. Additional regulation under these statutes and interpretations of these new rules may be implemented and we may be required to make changes to our credit card practices and systems. Any regulation or change in the regulation of credit arrangements, pursuant to the CARD Act, the Dodd-Frank Act or otherwise, that would materially limit the availability of credit to our customer base could adversely affect our business.

We are subject to risks associated with owning and leasing substantial amounts of real estate.

We own or lease substantial amounts of real estate, primarily our retail stores and office facilities, and many of the stores we own are subject to ground leases or operating covenants. Accordingly, we are subject to all of the risks associated with owning and leasing real estate. In particular, the value of the relevant assets could decrease, or costs to operate stores could increase, in either case because of changes in the supply or demand of available store locations, demographic trends or the overall investment climate for real estate. Pursuant to the operating covenants in certain of our leases and due to the fact that we generally cannot cancel our leases at our option without incurring potentially significant exit costs, we could be

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required to continue to maintain, operate and make lease payments on a store that no longer meets our performance expectations, requirements or current operating strategies. The terms of our real estate leases, including renewal options, range from ten to 130 years. We believe that we have been able to lease real estate on favorable terms, but there is no guarantee that we will be able to continue to negotiate these terms in the future. If we are not able to enter into new leases or renew existing leases on terms acceptable to us, our business and results of operations could be adversely affected.

Our ability to timely deliver merchandise to our stores and customers is dependent on a limited number of distribution facilities. The loss of, or disruption in, one or more of our distribution facilities could adversely affect our business and operations.

We operate a limited number of distribution facilities. Our ability to meet the needs of our retail stores and online operations depends on the proper operation of these distribution facilities. Although we believe that we have appropriate contingency plans, unforeseen disruptions in operations due to freight difficulties, strikes, fire, weather conditions, natural disasters or for any other reason may result in the loss of inventory and/or delays in the delivery of merchandise to our stores and customers. In such an event, our customers may decide to purchase merchandise from our competitors instead of from us. In addition, we could incur higher costs and longer lead times associated with the distribution of our merchandise during the time it takes to reopen or replace a damaged facility. Any of the foregoing factors could adversely affect our business, financial condition and results of operations.

Our business may be adversely affected by catastrophic events and extreme or unseasonable weather conditions.

Unforeseen events, including war, terrorism and other international conflicts, public health issues and natural disasters such as earthquakes, hurricanes or tornadoes, whether occurring in the United States or abroad, could disrupt our supply chain operations, international trade or result in political or economic instability. Any of the foregoing events could result in property losses, reduce demand for our merchandise, impact our store operations or make it difficult or impossible to obtain merchandise from our suppliers.

Extreme weather conditions in the areas in which our stores are located, particularly in markets where we have multiple stores, could adversely affect our business. Heavy snowfall, rainfall or other extreme weather conditions over a prolonged period might make it difficult for our customers to travel to our stores and thereby reduce our revenues and profitability. During the first quarter of fiscal year 2018, Hurricane Harvey and Hurricane Irma significantly impacted our stores in Houston, Texas and in Florida, requiring these stores to close for several days at a time and impacting our customers’ ability and willingness to shop at those locations. Given the importance of these stores to our business, we expect these closures will negatively impact our results of operations for the first quarter of fiscal 2018. Our business is also susceptible to unseasonable weather conditions. For example, extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season could render a portion of our inventory incompatible with those unseasonable conditions. Reduced sales from extreme or prolonged unseasonable weather conditions could adversely affect our business.

Our failure to comply with, or developments in, laws, rules or regulations could affect our business or results of operations.

We are subject to customs, anti-corruption laws, truth-in-advertising, intellectual property, labor and other laws, including consumer protection regulations, credit card regulations, environmental laws and zoning and occupancy ordinances that regulate retailers generally and/or govern the importation, promotion and sale of merchandise, regulate wage and hour matters with respect to our employees and govern the operation of our retail stores and warehouse facilities. Although we undertake to monitor our compliance with and developments in these laws, rules and regulations, if these laws are violated by us or our importers, designers, manufacturers, distributors or other business partners, or if the interpretation of these laws, rules or regulations changes, we could experience delays in shipments and receipt of merchandise, suffer damage to our reputation or be subject to fines or other penalties under the controlling regulations, any of which could adversely affect our business or results of operations. For a more detailed description of current lawsuits and other litigation to which we are party, see Item 3, "Legal Proceedings" and Note 12 of the Notes to Consolidated Financial Statements in Item 15.

If we are unable to enforce our intellectual property rights, if we are accused of infringing a third party’s intellectual property rights, or if the merchandise we purchase from vendors is alleged to have infringed a third party’s intellectual property rights, our business or results of operations may be adversely affected.

Our future success and competitive position depend in part on our ability to maintain and protect our brand. We and our subsidiaries currently own various intellectual property rights in the United States and in various foreign jurisdictions that differentiate us from our competitors, including our trademarks, tradenames and service marks, such as the “Neiman Marcus,” “Bergdorf Goodman” and “mytheresa” marks. We currently rely on a combination of copyright, trademark, trade dress and

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unfair competition laws to establish and protect our intellectual property and other proprietary rights, but the steps we take to protect such rights may be inadequate to prevent infringement of our trademarks and proprietary rights by others. Such unauthorized use of our trademarks, trade secrets, or other proprietary rights may cause significant damage to our brands and have an adverse effect on our business. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States and there can be no assurance that we are adequately protected in all countries or that we will prevail when defending our trademark or proprietary rights. The loss or reduction of any of our significant intellectual property or proprietary rights could have an adverse effect on our business.

Additionally, third parties may assert claims against us alleging infringement, misappropriation or other violations of their intellectual property or other proprietary rights, whether or not the claims have merit. Such claims could be time consuming and expensive to defend and may divert management’s attention and resources. This could have an adverse effect on our business or results of operations and cause us to incur significant litigation costs and expenses. In addition, resolution of such claims may require us to cease using the relevant intellectual property or other rights or selling the allegedly infringing products, or to license rights from third parties.

We purchase merchandise from vendors that may incorporate protected intellectual property and we do not independently investigate whether these vendors legally hold intellectual property rights to merchandise that they are manufacturing or distributing. As a result, we rely upon the vendors’ representations and indemnifications set forth in our purchase orders and supplier agreements concerning their right to sell us the products that we purchase from them. If a third party claims to have rights with respect to merchandise we purchased from a vendor, or if we acquire unlicensed merchandise, we could be obligated to remove such merchandise from our stores, incur costs associated with destruction of such merchandise if the distributor or vendor is unwilling or unable to reimburse us and be subject to liability under various civil and criminal causes of action, including actions to recover unpaid royalties and other damages and injunctions. Any of these results could harm our brand image and have a material adverse effect on our business and growth.

Our high level of fixed lease obligations could adversely affect our business, financial condition and results of operations.

Our high level of fixed lease obligations will require us to use a significant portion of cash generated by our operations to satisfy these obligations and could adversely affect our ability to obtain future financing to support our growth or other operational investments. We will require substantial cash flows from operations to make our payments under our operating leases, which in some cases provide for periodic adjustments in our rent rates. If we are not able to make the required payments under the leases, the owners of or lenders with a security interest in the relevant stores, distribution centers or administrative offices may, among other things, repossess those assets, which could adversely affect our ability to conduct our operations. In addition, our failure to make payments under our operating leases could trigger defaults under other leases or under agreements governing our indebtedness, which could cause the counterparties under those agreements to accelerate the obligations due thereunder.

Claims under our insurance plans and policies may differ from our estimates, which could adversely affect our results of operations.

We use a combination of insurance and self‑insurance plans to provide for potential liabilities for workers’ compensation, general liability, business interruption, property and directors’ and officers’ liability insurance, vehicle liability and employee health-care benefits. Our insurance coverage may not be sufficient, and any insurance proceeds may not be timely paid to us. In addition, liabilities associated with the risks that are retained by us are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions, and our business, financial condition and results of operations may be adversely affected if such assumptions are incorrect.

Risks Related to our Indebtedness

Our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to fulfill our obligations with respect to such indebtedness.

As of July 29, 2017, the principal amount of our total indebtedness was approximately$4.8 billion, and we had unused commitments under our revolving credit facilities available to us of$651.1 million, subject to a borrowing base, of which (i) $90.0 million of such capacity is available to us subject to certain restrictions as more fully described in Note 8 of the Notes to Consolidated Financial Statements in Item 15 and (ii) $17.1 million of such capacity is available only to MyTheresa under its credit facilities and not to our U.S. operations.

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The existence and terms of our substantial indebtedness could adversely affect our business, financial condition and results of operations by:

• making it more difficult for us to satisfy our obligations with respect to our indebtedness;

• limiting our ability to incur, or guarantee, additional indebtedness or obtain additional financing to fund future working capital, capital expenditures, acquisitions, execution of our business and growth strategies or other general corporate requirements;

• requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes and future growth;

• limiting our ability to pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;

• increasing our vulnerability to general adverse economic, industry and competitive conditions and government regulations;

• exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our credit facilities, are at variable rates of interest;

• limiting our flexibility in planning for and reacting to changes in the industry in which we compete and our ability to take advantage of new business opportunities;

• placing us at a disadvantage compared to other, less leveraged competitors;

• increasing our cost of borrowing; and

• causing our suppliers or other parties with which we maintain business relationships to experience uncertainty about our future and seek alternative relationships with third parties or seek to alter their business relationships with us.

We may also incur substantial indebtedness in the future, subject to the restrictions contained in the indentures governing the Notes and the credit agreements governing our credit facilities. If such new indebtedness is in an amount greater than our current indebtedness levels, the related risks that we now face could intensify. However, we cannot assure you that any such additional financing will be available to us on acceptable terms or at all. See “—Our ability to obtain adequate financing or raise capital in the future may be limited.”

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and results of operations, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. As a result, we cannot assure you that our business will generate a level of cash flows from operating activities sufficient to permit us to make payments on our indebtedness. 

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling our assets, reducing or delaying capital investments or seeking to raise additional capital. Our ability to restructure or refinance our indebtedness or to raise additional capital will depend on the conditions of the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may also restrict us from adopting some of these alternatives.

If we cannot make scheduled payments on our debt, we will be in default and holders of the Notes and the lenders under our Senior Secured Credit Facilities (as defined below) could declare all outstanding principal and interest to be due and payable, the lenders under our Senior Secured Credit Facilities could terminate their commitments to loan additional money to us and we could be forced into bankruptcy or liquidation.

The occurrence of any of the foregoing would materially and adversely affect our business, financial position and results of operations. 

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Our debt agreements contain restrictions that may limit our flexibility in operating our business.

The indentures governing the Notes and the credit agreements governing our Senior Secured Credit Facilities contain, and any agreements governing future indebtedness will likely contain, a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our ability to engage in acts that may be in our long-term best interest, including restrictions on our and our subsidiaries' ability to:

• incur additional indebtedness and guarantee indebtedness;

• create liens;

• make investments, loans or advances;

• merge or consolidate;

• sell assets, including capital stock of subsidiaries or make acquisitions;

• pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;

• prepay, redeem or repurchase certain indebtedness;

• enter into transactions with affiliates; and

• alter our lines of business.

In addition, the springing financial covenant in the credit agreement governing our asset-based revolving credit facility (the "Asset-Based Revolving Credit Facility") requires the maintenance of a minimum fixed charge coverage ratio, which covenant is triggered when excess availability under our Asset-Based Revolving Credit Facility is less than the greater of $50.0 million and 10% of the Line Cap (as defined in the credit agreement governing the Asset-Based Revolving Credit Facility) then in effect.  Our ability to meet the financial covenant could be affected by events beyond our control. Additional restrictions will apply if excess availability remains below the greater of $50.0 million and 10% of the Line Cap then in effect, including increased reporting requirements and additional administrative agent control rights over certain of our accounts.

A breach of the covenants under the indentures governing the Notes or under the credit agreements governing our Senior Secured Credit Facilities could result in an event of default under the applicable debt document.  Such a default, if not cured or waived, may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt that is subject to an applicable cross-acceleration or cross-default provision.  In addition, an event of default under the credit agreements governing our Senior Secured Credit Facilities would permit the lenders under our Senior Secured Credit Facilities to terminate all commitments to extend further credit under the facilities.  Furthermore, if we were unable to repay the amounts due and payable under our Senior Secured Credit Facilities, those lenders could proceed against the collateral granted to them to secure that indebtedness.  If our lenders or holders of the Notes accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Based on the foregoing factors, the operating and financial restrictions and covenants in our current debt agreements and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

Our ability to obtain adequate financing or raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate or generate less cash than we anticipate. To support our operating strategy, we must have sufficient capital to continue to make significant investments in our new and existing stores, online operations and advertising. While some of these investments can be financed with borrowings under our Asset-Based Revolving Credit Facility, the amount of such borrowings is limited to a periodic borrowing base valuation of our accounts receivable and domestic inventory and is therefore potentially subject to significant fluctuations, as well as certain discretionary rights of the administrative agent of our Asset-Based Revolving Credit Facility in respect of the calculation of such borrowing base value.

Since availability under our Asset-Based Revolving Credit Facility and/or cash generated by our operations may not be sufficient to allow us to fund our capital requirements in the future, we may need to raise additional funds through debt financing, the issuance of new equity or debt securities or a combination of both. Additional financing may not be available on favorable terms or at all.

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In addition, the credit and securities markets and the financial services industry have recently experienced disruption characterized by the bankruptcy, failure, collapse or sale of various financial institutions, increased volatility in securities prices, diminished liquidity and credit availability and intervention from the U.S. and other governments. Additionally, many retailers including some of our competitors have recently experienced or are currently experiencing financial difficulties, including several that have entered bankruptcy or have engaged in other debt restructuring activities. The cost and availability of credit has been and may continue to be adversely affected by these conditions. We cannot be certain that funding for our capital needs will be available from our existing financial institutions and the credit and securities markets if needed, and if available, to the extent required, and on acceptable terms.

The Asset-Based Revolving Credit Facility matures on July 25, 2021 (or July 25, 2020 if the Company’s obligations under its senior secured term loan facility have not been repaid or the maturity date thereof has not been extended to October 25, 2021 or later), the senior secured term loan facility (as amended, the "Senior Secured Term Loan Facility" and, together with the Asset-Based Revolving Credit Facility, the "Senior Secured Credit Facilities") matures on October 25, 2020, the 8.00% senior cash pay notes due 2021 (the "Cash Pay Notes") and the 8.75%/9.50% senior PIK toggle notes due 2021 (the "PIK Toggle Notes") mature on October 15, 2021, and the 7.125% senior debentures due 2028 (the "2028 Debentures" and, collectively with the Cash Pay Notes and the PIK Toggle Notes, the "Notes") mature on June 1, 2028. If we cannot renew or refinance the foregoing indebtedness upon their respective maturities or, more generally, obtain funding when needed, in each case on acceptable terms, we may be unable to continue to fund our capital requirements, which may have an adverse effect on our business, financial condition and results of operations.

A future lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our indebtedness currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes in our business, warrant.  Our indebtedness was downgraded twice by Standard & Poor’s and once by Moody’s during fiscal year 2017. Any additional downgrade by any ratings agency may increase the interest rate on our Senior Secured Credit Facilities, limit our access to vendor financing on favorable terms or otherwise result in higher borrowing costs, and likely would make it more difficult or more expensive for us to obtain additional debt financing.

We are a holding company with no operations and may not have access to sufficient cash to make payments on our outstanding indebtedness.

We are a holding company and do not have any direct operations. Our only significant assets are the equity interests we directly and indirectly hold in our subsidiaries.  As a result, we are dependent upon dividends and other payments from our subsidiaries to generate the funds necessary to meet our outstanding debt service and other obligations.  Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness.  In addition, our subsidiaries are separate and distinct legal entities and, except for our existing and future subsidiaries that will be the guarantors of our indebtedness, any payments on dividends, distributions, loans or advances to us by our subsidiaries could be subject to legal and contractual restrictions on dividends.  In addition, payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings.  Additionally, we may be limited in our ability to cause any future joint ventures to distribute their earnings to us.  Subject to certain qualifications, our subsidiaries are permitted under the terms of our indebtedness to incur additional indebtedness that may restrict payments from those subsidiaries to us.  There can be no assurance that agreements governing the current and future indebtedness of our subsidiaries will permit those subsidiaries to provide us with sufficient cash to fund payments of principal, premiums, if any, and interest on our indebtedness when due.  In the event that we do not receive distributions or other payments from our subsidiaries, we may be unable to make required payments on our debt.

Despite our level of indebtedness, we and our subsidiaries may still incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

We and our subsidiaries may incur significant additional indebtedness in the future.  Although the indentures governing the Notes and the credit agreements governing our Senior Secured Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.  As of July 29, 2017, our Asset-Based Revolving Credit Facility and our mytheresa.com credit facilities (the "mytheresa.com Credit Facilities") provide for borrowings of unused commitments of up to $651.1 million, subject to a borrowing base, of which (i) $90.0 million of such capacity is available to us subject to certain restrictions as more fully described in Note 8 of the Notes to Consolidated Financial Statements in Item 15 and (ii) $17.1 million of such capacity is available only to MyTheresa under its credit facilities

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and not to our U.S. operations. Additionally, (i) our Senior Secured Term Loan Facility may be increased by an amount equal to (x) $650.0 million plus (y) an unlimited amount so long as, in the case of new indebtedness secured on a pari passu basis with our Senior Secured Term Loan Facility, on a pro forma basis our maximum senior secured first lien net leverage ratio, as defined in the credit agreement governing the Senior Secured Term Loan Facility, does not exceed 4.25 to 1.00, and in the case of new indebtedness secured on a junior basis to our Senior Secured Term Loan Facility, subordinated in right of payment to our Senior Secured Term Loan Facility or, in the case of certain incremental equivalent loan debt, unsecured and pari passu in right of payment with our Senior Secured Term Loan Facility, on a pro forma basis our maximum total net leverage ratio, as defined in the credit agreement governing the Senior Secured Term Loan Facility, does not exceed 7.00 to 1.00, in each case subject to certain conditions, and (ii) our Asset-Based Revolving Credit Facility can be increased by up to $200.0 million.  If new debt is added to our current debt levels, the related risks that we and the guarantors now face would increase.  See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The amount of borrowings permitted under our Asset-Based Revolving Credit Facility may fluctuate significantly, which may adversely affect our liquidity, results of operations and financial position.

The amount of borrowings permitted at any time under our Asset-Based Revolving Credit Facility is limited to a periodic borrowing base valuation of our accounts receivable and domestic inventory. As a result, our access to credit under our Asset-Based Revolving Credit Facility is potentially subject to significant fluctuations depending on the value of the borrowing base eligible assets as of any measurement date, as well as certain discretionary rights of the administrative agent of our Asset-Based Revolving Credit Facility in respect of the calculation of such borrowing base value.  Our inability to borrow under or the early termination of our Asset-Based Revolving Credit Facility may adversely affect our liquidity, results of operations and financial position.

We have elected in the past, and may elect in the future, to pay interest on the PIK Toggle Notes in the form of PIK Interest or partial PIK Interest rather than in the form of Cash Interest, which would increase the aggregate principal amount of our outstanding indebtedness.

The indenture governing the PIK Toggle Notes allows us to elect to pay either 50% or all of the interest due on the PIK Toggle Notes for such period in PIK Interest (as defined below) by either increasing the principal amount of the outstanding PIK Toggle Notes or by issuing new PIK Toggle Notes for the entire amount of the interest payment, thereby increasing the aggregate principal amount of the PIK Toggle Notes.  For the interest period commencing on April 15, 2017 and continuing through October 14, 2017, we elected to pay interest in the form of PIK Interest at a higher rate of 9.50% rather than making such interest payment in cash, which will result in the issuance of $28.5 million of additional PIK Toggle Notes in October 2017. We intend to elect to pay interest in the form of PIK Interest or partial PIK Interest on our semi-annual interest payment due in April 2018 and may additionally elect to do so with respect to the payment due in October 2018.  If we elect PIK Interest or partial PIK Interest with respect to these interest payments, we would accrue interest at a higher rate than the cash-pay portion of the PIK Toggle Notes, which would increase the aggregate principal amount of the outstanding PIK Toggle Notes, which in turn would further increase our substantial indebtedness. See “—Our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to fulfill our obligations with respect to such indebtedness,” and see Note 8 of the Notes to Consolidated Financial Statements in Item 15 for a further description of the terms of the PIK Toggle Notes.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Senior Secured Credit Facilities are at variable rates of interest and expose us to interest rate risk.  We have hedged a portion of our variable rate debt obligations against interest rate fluctuations by using standard hedging instruments, but we are not required to do so and may not continue to do so in the future. Interest rates are currently at historically low levels.  If interest rates increase and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed may remain the same, and our net earnings and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all revolving loans are fully drawn (and to the extent that LIBOR is in excess of the 1.00% floor rate with respect to our Senior Secured Term Loan Facility), each quarter point change in interest rates would result in a $5.8 million change in annual interest expense on the indebtedness under our Senior Secured Credit Facilities, taking into account the effect of existing interest rate hedging arrangements.  To reduce interest rate volatility, we have entered into interest rate swaps that involve the exchange of floating for fixed rate interest payments on a portion of our floating rate indebtedness from December 2016 through October 2020. However, we are exposed to interest rate risk for the portion of our variable rate indebtedness not covered by those swap agreements. Additionally, such hedging arrangements may not fully mitigate our interest rate risk and may subject us to mark-to-market losses when they are adjusted to reflect changes in fair value from time to time in accordance with accounting rules.

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We are controlled by the Sponsors, whose interests as equity holders may conflict with those of the lenders under our Senior Secured Credit Facilities and the holders of the Notes.

We are controlled by the Sponsors.  The Sponsors control the election of a majority of our directors and thereby have the power to control our affairs and policies, including the appointment of management, the issuance of additional stock and the declaration and payment of dividends.  The Sponsors do not have any liability for any obligations under our indebtedness and their interests may be in conflict with those of the lenders under our Senior Secured Credit Facilities and the holders of the Notes.  For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the Sponsors may pursue strategies that favor equity investors over debt investors.  Our equity holders may have an interest in pursuing acquisitions, divestitures, financing or other transactions that, in their judgment, could enhance the value of their equity investments, even though such transactions may involve risk to holders of our debt.  Additionally, the Sponsors may make investments in businesses that directly or indirectly compete with us, or may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. 

ITEM 1B.     UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.     PROPERTIES

Our main corporate headquarters are located at the Neiman Marcus store location in downtown Dallas, Texas.  Other operating headquarters are located in another location in Dallas, Texas, New York, New York and Munich, Germany.

Properties that we use in our operations include Neiman Marcus stores, Bergdorf Goodman stores, Last Call stores, and distribution, support and office facilities. As of October 3, 2017, the approximate aggregate square footage of the properties used in our operations was as follows:

	Owned	Owned Subject to Ground Lease	Leased	Total
Neiman Marcus Stores	856,000	2,329,000	2,411,000	5,596,000
Bergdorf Goodman Stores	—	—	316,000	316,000
Last Call Stores and Other	—	—	972,000	972,000
Distribution, Support and Office Facilities	1,330,000	150,000	1,638,000	3,118,000

Neiman Marcus Stores.  As of October 3, 2017, we operated 42 Neiman Marcus stores, with an aggregate total property size of approximately 5,596,000 square feet.  The following table sets forth certain details regarding each Neiman Marcus store:

Locations	Fiscal Year Operations Began	Gross Store Sq. Feet	Locations	Fiscal Year Operations Began	Gross Store Sq. Feet
Dallas, Texas (Downtown)(1)*	1908	129,000	Denver, Colorado(3)	1991	90,000
Dallas, Texas (NorthPark)(2)	1965	218,000	Scottsdale, Arizona(2)	1992	114,000
Houston, Texas (Galleria)(3)	1969	224,000	Troy, Michigan(3)	1993	157,000
Bal Harbour, Florida(2)	1971	97,000	Short Hills, New Jersey(3)	1996	137,000
Atlanta, Georgia(2)	1973	206,000	King of Prussia, Pennsylvania(3)	1996	145,000
St. Louis, Missouri(2)	1975	145,000	Paramus, New Jersey(3)	1997	141,000
Northbrook, Illinois(2)	1976	144,000	Honolulu, Hawaii(3)	1999	181,000
Fort Worth, Texas(2)	1977	92,000	Palm Beach, Florida(2)	2001	53,000
Washington, D.C.(2)	1978	130,000	Plano, Texas (Willow Bend)(4)*	2002	156,000
Newport Beach, California(3)	1978	153,000	Tampa, Florida(3)	2002	96,000
Beverly Hills, California(1)*	1979	185,000	Coral Gables, Florida(2)	2003	136,000
Westchester, New York(2)	1981	138,000	Orlando, Florida(4)*	2003	95,000
Las Vegas, Nevada(2)	1981	174,000	San Antonio, Texas(4)	2006	120,000
Oak Brook, Illinois(2)	1982	98,000	Boca Raton, Florida(2)	2006	136,000
San Diego, California(2)	1982	106,000	Charlotte, North Carolina(3)	2007	80,000
Fort Lauderdale, Florida(3)	1983	92,000	Austin, Texas(3)	2007	80,000
San Francisco, California(4)*	1983	252,000	Natick, Massachusetts(4)*	2008	103,000
Chicago, Illinois (Michigan Ave.)(2)	1984	188,000	Woodland Hills, California(3)	2009	120,000
Boston, Massachusetts(2)	1984	111,000	Bellevue, Washington(2)	2010	125,000
Palo Alto, California(3)	1986	120,000	Walnut Creek, California(3)	2012	88,000
McLean, Virginia(4)	1990	130,000	Garden City, New York(3)	2016	111,000

(1)           Owned subject to partial ground lease.

(2)           Leased.

(3)           Owned buildings on leased land.

(4)           Owned.

*              Mortgaged to secure our Senior Secured Credit Facilities and the 2028 Debentures.

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Bergdorf Goodman Stores.  We operate two Bergdorf Goodman stores, both of which are located in Manhattan at 58^th Street and Fifth Avenue. The following table sets forth certain details regarding these stores:

Locations	Fiscal Year Operations Began	Gross Store Sq. Feet
New York City (Main)(1)	1901	250,000
New York City (Men’s)(1)	1991	66,000

(1)           Leased.

Last Call Stores.  As of October 3, 2017, we operated 38 Last Call stores in 14 states that average approximately 24,000 square feet each in size. During fiscal year 2017, we began a process to assess our Last Call footprint and closed four of our Last Call stores. On September 12, 2017, we announced that we will be closing ten additional Last Call stores in fiscal year 2018 in order to optimize our Last Call store portfolio. We will continue to evaluate our off-price business and seek to optimize the operations of Last Call in the future.

Distribution, Support and Office Facilities.  We own approximately 41 acres of land in Longview, Texas, where our primary distribution facility is located.  The 612,000 square foot Longview facility is the principal merchandise processing and distribution facility for Neiman Marcus stores.  In fiscal year 2013, we opened a 198,000 square foot distribution facility in Pittston, Pennsylvania to support the future growth and initiatives of the Company.  We lease three regional service centers in New York, Florida and California.

We also own approximately 50 acres of land in Irving, Texas, where our online operating headquarters and distribution facility are located.  In addition, we currently lease another regional distribution facility in Dallas, Texas to support our online operations. We also lease a 182,000 square foot facility outside of Munich, Germany to support our MyTheresa operations.

Lease Terms.  We lease a significant percentage of our stores and, in certain cases, the land upon which our stores are located.  The terms of these leases, assuming all outstanding renewal options are exercised, range from ten to 130 years.  The lease on the Bergdorf Goodman Main Store expires in 2050, with no renewal options, and the lease on the Bergdorf Goodman Men’s Store expires in 2020, with a ten-year renewal option.  Most leases provide for fixed monthly rentals or contingent rentals based upon revenues in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs.

For further information on our properties and lease obligations, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 12 of the Notes to Consolidated Financial Statements in Item 15. 

ITEM 3.     LEGAL PROCEEDINGS

Information for this item is included in Note 12 of the Notes to Consolidated Financial Statements in Item 15, and incorporated herein by reference.     

ITEM 4.          MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Subsequent to the Acquisition and the Conversion, our membership unit is privately held and there is no established public trading market for such unit.

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Dividends

We do not currently intend to pay any dividends, distributions or other similar payments on our membership unit in the foreseeable future. Instead, we currently intend to use all of our earnings for the operation and growth of our business and the repayment of indebtedness.

We did not declare or pay any dividends, distributions or other amounts on our membership unit in fiscal year 2017 or 2016.

ITEM 6.     SELECTED FINANCIAL DATA

The following selected financial data is qualified in entirety by our Consolidated Financial Statements and the related notes thereto contained in Item 15 and should be read in conjunction with "Business" in Item 1, "Risk Factors" in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7. Our historical results are not necessarily indicative of results for any future period and results of operations for interim periods are not necessarily indicative of the results that might be expected for any other interim period or for an entire year.

	Fiscal year ended									Thirty-nine weeks ended			Thirteen weeks ended			Fiscal year ended
	July 29, 2017			July 30, 2016			August 1, 2015			August 2, 2014			November 2, 2013			August 3, 2013 (1)
(in millions, except per share data)	(Successor)			(Successor)			(Successor)			(Successor)			(Predecessor)			(Predecessor)
OPERATING RESULTS DATA
Revenues	$	4,706.0		$	4,949.5		$	5,095.1		$	3,710.2		$	1,129.1		$	4,648.2
Cost of goods sold including buying and occupancy costs (excluding depreciation)	3,220.0			3,322.5			3,305.5			2,563.0			685.4			2,995.4
Selling, general and administrative expenses (excluding depreciation)	1,129.3			1,117.9			1,162.1			835.0			266.4			1,047.8
Income from credit card program	(60.1		)	(60.6		)	(52.8		)	(40.7		)	(14.7		)	(53.4		)
Depreciation and amortization (2)	329.5			338.1			322.8			262.0			46.0			188.9
Impairment charges (3)	510.7			466.2			—			—			—			—
Operating earnings (loss)	(453.2		)	(261.7		)	318.0			8.8			32.1			446.4
Net earnings (loss)	$	(531.8	)	$	(406.1	)	$	14.9		$	(134.1	)	$	(13.1	)	$	163.7

BALANCE SHEET DATA (at period end)
Total assets	$	7,703.5	$	8,256.9	$	8,719.8	$	8,574.9	$	5,247.9
Total liabilities	7,236.9		7,313.8		7,306.0		7,142.3		4,416.9
Long-term debt, net of debt issuance costs (excluding current maturities)	$	4,675.5	$	4,584.3	$	4,556.0	$	4,432.8	$	2,672.4

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	Fiscal year ended									Thirty-nine weeks ended			Thirteen weeks ended			Fiscal year ended
	July 29, 2017			July 30, 2016			August 1, 2015			August 2, 2014			November 2, 2013			August 3, 2013 (1)
(dollars in millions, except sales per square foot)	(Successor)			(Successor)			(Successor)			(Successor)			(Predecessor)			(Predecessor)
OTHER DATA
Change in comparable revenues (4)	(5.2		)%	(4.1		)%	3.9		%	5.4		%	5.7		%	4.9		%
Number of full-line stores open at period end	44			44			43			43			43			43
Sales per square foot (5)	$	505		$	548		$	590		$	440		$	138		$	552
Percentage of revenues transacted online	31.3		%	29.0		%	26.3		%	24.6		%	21.4		%	22.2		%
Adjusted EBITDA (6)	$	433.8		$	584.9		$	710.6		$	501.3		$	197.2		$	682.7
Adjusted EBITDA as a percentage of revenues	9.2		%	11.8		%	13.9		%	13.5		%	17.5		%	14.7		%
Capital expenditures (7)	204.6			$	301.4		$	270.5		$	138.0		$	36.0		$	146.5
Depreciation expense	225.5			226.9			185.6			113.3			34.2			141.5
Rent expense and related occupancy costs	116.1			119.4			117.1			79.6			24.1			96.7

(1) Fiscal year 2013 consists of the fifty-three weeks ended August 3, 2013. All other fiscal years consist of fifty-two weeks.

(2) Amounts include incremental depreciation expense arising from fair value adjustments recorded in connection with purchase accounting.

(3) Based upon our assessment of economic conditions in fiscal year 2017 and fiscal year 2016, our expectations of future business conditions and trends, our projected revenues, earnings and cash flows as well as other market factors such as the weighted average cost of capital and valuation multiples, we determined certain of our tradenames, goodwill and long-lived assets to be impaired and recorded impairment charges in fiscal year 2017 aggregating $510.7 million and in fiscal year 2016 aggregating $466.2 million.

(4) Comparable revenues include (i) revenues derived from our retail stores open for more than fifty-two weeks, including stores that have been relocated or expanded, and (ii) revenues from our online operations.  Comparable revenues exclude revenues of (i) closed stores and (ii) designer websites created and operated pursuant to contractual arrangements with certain designer brands that had expired by the first quarter of fiscal year 2015. As MyTheresa was acquired in October 2014, comparable revenues for fiscal year 2015 exclude revenues from MyTheresa.  Comparable revenues for fiscal year 2016 include revenues from MyTheresa beginning in the second quarter of fiscal year 2016. The calculation of the change in comparable revenues for fiscal year 2013 is based on revenues for the fifty-two weeks ended July 27, 2013 compared to revenues for the fifty-two weeks ended July 28, 2012.

(5) Sales per square foot are calculated as revenues of our Neiman Marcus and Bergdorf Goodman full-line stores for the applicable period divided by weighted average square footage.  Weighted average square footage includes a percentage of period-end square footage for new and closed stores equal to the percentage of the period during which they were open.  The calculation of sales per square foot for fiscal year 2013 is based on revenues for the fifty-two weeks ended July 27, 2013.

(6) For an explanation of Adjusted EBITDA as a measure of our operating performance and a reconciliation to net earnings (loss), see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Non-GAAP Financial Measures.”

(7) Amounts represent gross capital expenditures and exclude developer contributions of $37.4 million, $38.3 million, $34.7 million, $5.7 million, $0.0 million and $7.2 million, respectively, for the periods presented.

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ITEM 7.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes contained in Item 15.  Unless otherwise specified, the meanings of all defined terms in Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") are consistent with the meanings of such terms as defined in the Notes to Consolidated Financial Statements in Item 15.  This discussion contains forward-looking statements.  Please see “Special Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions relating to our forward-looking statements.

Overview

Neiman Marcus Group LTD LLC (the "Company") is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, Last Call and MyTheresa brand names.  References to “we,” “our” and “us” are used to refer to the Company or collectively to the Company and its subsidiaries, as appropriate to the context. The Company is a subsidiary of Mariposa Intermediate Holdings LLC ("Holdings"), which in turn is a subsidiary of Neiman Marcus Group, Inc., a Delaware corporation ("Parent"). Parent is owned by entities affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board (together, the "Sponsors") and certain co-investors. The Company's operations are conducted through its direct wholly owned subsidiary, The Neiman Marcus Group LLC ("NMG"). The Sponsors acquired the Company on October 25, 2013 (the "Acquisition"). Prior to the Acquisition, we were owned by Newton Holding, LLC, which was controlled by investment funds affiliated with TPG Global, LLC (collectively with its affiliates, "TPG") and Warburg Pincus LLC (together with TPG, the "Former Sponsors").

We conduct our specialty retail store and online operations on an omni-channel basis. As our store and online operations have similar economic characteristics, products, services and customers, our operations constitute a single omni-channel reportable segment.

Our fiscal year ends on the Saturday closest to July 31.  Like many other retailers, we follow a 4-5-4 reporting calendar, which means that each fiscal quarter consists of thirteen weeks divided into periods of four weeks, five weeks and four weeks.  All references to (i) fiscal year 2017 relate to the fifty-two weeks ended July 29, 2017, (ii) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016 and (iii) fiscal year 2015 relate to the fifty-two weeks ended August 1, 2015. References to fiscal year 2014 and years preceding and fiscal year 2018 and years thereafter relate to our fiscal years for such periods.

Certain financial information of the Company and its subsidiaries is presented on a consolidated basis and is presented as "Predecessor" or "Successor" to indicate whether it relates to the period preceding the Acquisition or the period succeeding the Acquisition, respectively. The Acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 2, 2013, the end of our first quarter of fiscal year 2014.

In connection with the Acquisition, the Company incurred substantial new indebtedness, in part in replacement of former indebtedness. See “Liquidity and Capital Resources.” In addition, the purchase price paid in connection with the Acquisition was allocated to state the acquired assets and liabilities at fair value. The purchase accounting adjustments increased the carrying value of our property and equipment and inventory, revalued our intangible assets related to our tradenames, customer lists and favorable lease commitments and revalued our long-term benefit plan obligations, among other things. As a result, the Successor financial information subsequent to the Acquisition is not necessarily comparable to the Predecessor financial information.

Certain amounts presented in tables are subject to rounding adjustments and, as a result, the totals in such tables may not sum.

Investments and Strategic Initiatives

We are investing in strategies to grow our revenues and profits. Strategies we have pursued and continue to pursue include:

• We are investing in technology to enhance the customer shopping experiences in both our online and store operations, including the launch of NMG One in fiscal year 2017. NMG One is an integrated merchandising and distribution system designed to enable us to purchase, share, manage and sell our inventories across our omni-channel operations and brands more efficiently;

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• We are making capital investments to remodel our existing stores as well as to open new stores in select markets such as Garden City, New York (opened in February 2016), Fort Worth, Texas (opened in February 2017) and New York City (currently scheduled to open in fiscal year 2019);

• We are re-engineering our costs to optimize our resources and organizational processes through a comprehensive review project we refer to as "Organizing for Growth". In connection with Organizing for Growth, we eliminated approximately 315 positions in fiscal year 2017 and approximately 500 positions in fiscal year 2016 across our stores, divisions and facilities; and

• We have expanded our international footprint by acquiring MyTheresa in October 2014.

These issues also affected our financial reporting processes and required us to apply supplemental and manual controls to provide adequate control over financial reporting. See Item 9A. "Controls and Procedures — Changes in Internal Control over Financial Reporting."

Summary of Results of Operations

A summary of our results of operations is as follows:

• Revenues — Our revenues for fiscal year 2017 were $4,706.0 million, a decrease of 4.9% from $4,949.5 million in fiscal year 2016. Comparable revenues for fiscal year 2017 decreased 5.2% compared to fiscal year 2016. In fiscal year 2017, revenues generated by our online operations were $1,471.7 million, or 31.3% of consolidated revenues. Comparable revenues from our online operations in fiscal year 2017 increased 2.5% from fiscal year 2016.

Changes in comparable revenues by quarter in fiscal year 2017 were:

Fiscal year 2017
Fourth quarter	(0.5	)%
Third quarter	(4.9	)
Second quarter	(6.8	)
First quarter	(8.0	)

We believe the lower levels of revenues in fiscal year 2017 were impacted by a number of factors, including:

• the volatility and uncertainty in domestic and global economic conditions and the resulting impact on the market for luxury merchandise;

• the strength of the U.S. dollar against international currencies, most notably the Euro and British pound, and a resulting impact on tourism and spending by international customers in the U.S.;

• a significant and sustained decline in the global price for crude oil and the resulting impact on stakeholders in the oil and gas industries, particularly in the Texas markets in which we have a significant presence; and

• implementation and conversion issues related to NMG One, which prevented us from fulfilling certain customer demand both in our stores and websites.

• Cost of Goods Sold Including Buying and Occupancy Costs (Excluding Depreciation) ("COGS") — Compared to fiscal year 2016, COGSas a percentage of revenues increased 130 basis points in fiscal year 2017.The increase in COGS, as a percentage of revenues, was primarilyattributable to:

• decreased product margins due primarily to:

• higher markdowns and promotional costs incurred on lower than expected revenues; and

• higher delivery and processing costs; and

• the deleveraging of buying and occupancy costs.

At July 29, 2017, consolidated inventories totaled $1,153.7 million, a 2.5% increase from July 30, 2016. Merchandise inventories supporting our U.S. operations increased 0.4% and merchandise inventories supporting

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our MyTheresa operations increased 38.1% from the prior fiscal year. We have and will continue to work aggressively to align our inventory levels and purchases with anticipated future customer demand. 

• Selling, General and Administrative Expenses (Excluding Depreciation) ("SG&A") — Compared to fiscal year 2016, SG&A as a percentage of revenues increased 140 basis points in fiscal year 2017. The higher levels of SG&A expenses, as a percentage of revenues, were primarily attributable to:

• the deleveraging of a significant portion of our SG&A expenses, primarily payroll and benefits;

• higher levels of expenses and other costs incurred in connection with:

• (i) investments in technology, (ii) the growth of our international footprint through MyTheresa and (iii) costs related to the opening of new stores and the remodeling of existing stores; and

• certain corporate expenses, primarily professional fees;

• lower favorable non-cash adjustments to the required liability for stock option awards requiring variable accounting; and

• higher credit card chargebacks and other fees.

• Impairment Charges — Based upon (i) the continuation of adverse economic and business trends, (ii) revisions to our anticipated future operating results and (iii) increases in the weighted average cost of capital used in estimating the fair value of our tradenames and our reporting units under a discounted cash flow model, we determined certain of our tradenames, goodwill, and long-lived assets to be impaired and recorded impairment charges aggregating $510.7 million in fiscal year 2017 and $466.2 million in fiscal year 2016.

Liquidity — At July 29, 2017, we had outstanding revolving credit facilities aggregating $917.1 million consisting of (i) our Asset-Based Revolving Credit Facility of $900.0 million in the U.S. and (ii) the mytheresa.com Credit Facilities of $17.1 million, or €15.0 million. Pursuant to these credit facilities, we had outstanding borrowings of $263.0 million, all of which represents borrowings under our Asset-Based Revolving Credit Facility, and outstanding letters of credit and guarantees of $3.0 million as of July 29, 2017. Our borrowings under these credit facilities fluctuate based on our seasonal working capital requirements, which generally peak in our first and third quarters. At July 29, 2017, we had unused borrowing commitments aggregating $651.1 million, subject to a borrowing base, of which (i) $90.0 million of such capacity is available to us subject to certain restrictions as more fully described in Note 8 of the Notes to Consolidated Financial Statements in Item 15 and (ii) $17.1 million of such capacity is available only to MyTheresa and not to our U.S. operations. Additionally, we held cash and cash equivalents and credit card receivables of $88.1 million bringing our available liquidity to $739.2 million at July 29, 2017, inclusive of the amount available to MyTheresa. We believe that cash generated from our operations along with our existing cash balances and available sources of financing will enable us to meet our anticipated cash obligations during the next 12 months.

Outlook — Economic conditions in the luxury retail industry have been and will continue to be impacted by a number of factors, including the rate of economic growth, the volatility and uncertainty in domestic and global economic and political conditions, fluctuations in the exchange rate of the U.S. dollar against international currencies, most notably the Euro and British pound, fluctuations in crude oil and fuel prices, uncertainty regarding governmental spending and tax policies and overall consumer confidence. We believe such factors negatively impacted our operations in fiscal years 2017 and 2016 and may continue to have an adverse impact on our future results of operations. As a result, we intend to operate our business and manage our cash requirements in a way that balances these economic conditions and current business trends with our long-term initiatives and growth strategies.

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Results of Operations

Performance Summary

The following table sets forth certain items expressed as percentages of revenues for the periods indicated:

	Fiscal year ended
	July 29, 2017		July 30, 2016		August 1, 2015
Revenues	100.0	%	100.0	%	100.0	%
Cost of goods sold including buying and occupancy costs (excluding depreciation)	68.4		67.1		64.9
Selling, general and administrative expenses (excluding depreciation)	24.0		22.6		22.8
Income from credit card program	(1.3	)	(1.2	)	(1.0	)
Depreciation expense	4.8		4.6		3.6
Amortization of intangible assets	1.1		1.2		1.6
Amortization of favorable lease commitments	1.1		1.1		1.1
Other expenses	0.6		0.5		0.8
Impairment charges	10.9		9.4		—
Operating earnings (loss)	(9.6	)	(5.3	)	6.2
Interest expense, net	6.3		5.8		5.7
Earnings (loss) before income taxes	(15.9	)	(11.1	)	0.6
Income tax expense (benefit)	(4.6	)	(2.9	)	0.3
Net earnings (loss)	(11.3	)%	(8.2	)%	0.3	%

Set forth in the following table is certain summary information with respect to our operations for the periods indicated:

	Fiscal year ended
	July 29, 2017			July 30, 2016			August 1, 2015
Change in comparable revenues (1)
Total revenues	(5.2		)%	(4.1		)%	3.9		%
Online revenues	2.5		%	4.4		%	13.0		%
Percentage of revenues transacted online	31.3		%	29.0		%	26.3		%
Store count
Neiman Marcus and Bergdorf Goodman full-line stores open at end of period	44			44			43
Last Call stores open at end of period	38			42			43
Sales per square foot (2)	$	505		$	548		$	590
Capital expenditures (3)	204.6			301.4			270.5
Depreciation expense	225.5			226.9			185.6
Rent expense and related occupancy costs	116.1			119.4			117.1
Non-GAAP financial measures
EBITDA (4)	$	(123.7	)	$	76.4		$	640.8
Adjusted EBITDA (4)	$	433.8		$	584.9		$	710.6

(1) Comparable revenues include (i) revenues derived from our retail stores open for more than fifty-two weeks, including stores that have been relocated or expanded, and (ii) revenues from our online operations.  Comparable revenues exclude revenues of (i) closed stores and (ii) designer websites created and operated pursuant to contractual arrangements with certain designer brands that had expired by the first quarter of fiscal year 2015. As MyTheresa was acquired in October 2014, comparable revenues for fiscal year 2015 exclude revenues from MyTheresa. 

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Comparable revenues for fiscal year 2016 include revenues from MyTheresa beginning in the second quarter of fiscal year 2016.

(2) Sales per square foot are calculated as revenues of our Neiman Marcus and Bergdorf Goodman full-line stores for the applicable period divided by weighted average square footage.  Weighted average square footage includes a percentage of period-end square footage for new and closed stores equal to the percentage of the period during which they were open.

(3) Amounts represent gross capital expenditures and exclude developer contributions of $37.4 million, $38.3 million and $34.7 million, respectively, for the periods presented.

(4) For an explanation of EBITDA and Adjusted EBITDA as measures of our operating performance and a reconciliation to net earnings (loss), see “—Non-GAAP Financial Measures.”

Key Factors Affecting Our Results

Revenues.  We generate our revenues from the sale of luxury merchandise. Components of our revenues include:

• Sales of merchandise — Revenues are recognized at the later of the point-of-sale or the delivery of goods to the customer. Revenues are reduced when our customers return goods previously purchased. We maintain reserves for anticipated sales returns based primarily on our historical trends. Revenues exclude sales taxes collected from our customers.

• Delivery and processing — We generate revenues from delivery and processing charges related to certain merchandise deliveries to our customers.

Our revenues can be affected by the following factors:

• general domestic and global economic and industry conditions, including inflation, deflation, changes related to interest rates and foreign currency exchange rates, rates of economic growth, current and expected unemployment levels and government fiscal and monetary policies;

• the performance of the financial, equity and credit markets;

• our ability to anticipate, identify and respond effectively to changing consumer demands, fashion trends and consumer shopping preferences and acquire goods meeting customers’ tastes and preferences;

• consumer disposable income levels, consumer confidence levels, the availability, cost and level of consumer debt and consumer behaviors towards incurring and paying debt;

• national and global geo-political uncertainty;

• changes in the level of consumer spending generally and, specifically, on luxury goods;

• the strength of the U.S. dollar against international currencies, most notably the Euro and British pound, and a resulting impact on tourism and spending by international customers in the U.S.;

• a significant and sustained decline in the global price for crude oil and the resulting impact on stakeholders in the oil and gas industries, particularly in the Texas markets in which we have a significant presence;

• changes in prices for commodities and energy, including fuel;

• current and expected tax rates and policies;  

• a material disruption in our information systems, or delays or difficulties in implementing or integrating new systems or enhancing or expanding current systems, or our failure to achieve the anticipated benefits of any new or updated information systems;

• changes in the level of full-price sales; 

• changes in the level and timing of promotional events conducted;

• changes in the level of delivery and processing revenues collected from our customers; and

• changes in the composition and the rate of growth of our sales transacted in store and online.

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In addition, our revenues are seasonal, as discussed below under “Seasonality.”

Cost of Goods Sold Including Buying and Occupancy Costs (Excluding Depreciation).  COGS consists of the following components:

• Inventory costs — We utilize the retail inventory method of accounting. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are determined by applying a calculated cost-to-retail ratio, for various groupings of similar items, to the retail value of our inventories. The cost of the inventory reflected in the Consolidated Financial Statements is decreased by charges to cost of goods sold at average cost and the retail value of the inventory is lowered through the use of markdowns. Earnings are negatively impacted when merchandise is marked down. With the introduction of new fashions in the first and third fiscal quarters of each fiscal year and our emphasis on full-price selling in these quarters, a lower level of markdowns and higher margins are characteristic of these quarters. 

Inventory costs are also decreased by charges to cost of goods sold for estimates of shrinkage that has occurred between physical count dates.

• Buying costs — Buying costs consist primarily of salaries and expenses incurred by our merchandising and buying operations. 

• Occupancy costs — Occupancy costs consist primarily of rent, property taxes and operating costs of our retail, distribution and support facilities. A significant portion of our buying and occupancy costs are fixed in nature and are not dependent on the revenues we generate. 

• Delivery and processing costs — Delivery and processing costs consist primarily of delivery charges we pay to third party carriers and other costs related to the fulfillment of customer orders not delivered at the point-of-sale.

Consistent with industry business practice, we receive allowances from certain of our vendors in support of the merchandise we purchase for resale. Certain allowances are received to reimburse us for markdowns taken or to support the gross margins that we earn in connection with the sales of the vendor’s merchandise. These allowances result in an increase to gross margin when we earn the allowances and they are approved by the vendor. Other allowances we receive represent reductions to the amounts we pay to acquire the merchandise. These allowances reduce the cost of the acquired merchandise and are recognized at the time the goods are sold. We received vendor allowances of $83.6 million, or 1.8% of revenues, in fiscal year 2017, $100.8 million, or 2.0% of revenues, in fiscal year 2016 and $94.8 million, or 1.9% of revenues, in fiscal year 2015. The amounts of vendor allowances we receive fluctuate based partially on the level of markdowns taken and did not have a significant impact on the year-over-year change in gross margin during fiscal years 2017, 2016 or 2015.

Changes in our COGS as a percentage of revenues can be affected by the following factors:

• our ability to order an appropriate amount of merchandise to match customer demand and the related impact on the level of net markdowns and promotions costs incurred; 

• customer acceptance of and demand for the merchandise we offer in a given season and the related impact of such factors on the level of full-price sales; 

• factors affecting revenues generally, including pricing and promotional strategies, product offerings and actions taken by competitors; 

• changes in delivery and processing costs and our ability to pass such costs on to our customers; 

• changes in occupancy costs associated primarily with the opening of new stores or distribution facilities; and 

• the amount of vendor reimbursements we receive during the reporting period.

Selling, General and Administrative Expenses (Excluding Depreciation).  SG&A consists principally of costs related to employee compensation and benefits in the selling and administrative support areas and advertising and marketing costs. A significant portion of our SG&A expenses is variable in nature and is dependent on the revenues we generate.

Advertising costs consist primarily of (i) online marketing costs, (ii) advertising costs incurred related to the production of the photographic content for our websites and (iii) costs incurred related to the production, printing and distribution of our print catalogs and other promotional materials mailed to our customers. Net marketing and advertising expenses were $183.0 million, or 3.9% of revenues, in fiscal year 2017, $178.9 million, or 3.6% of revenues, in fiscal year 2016 and $165.7 million, or 3.3% of revenues, in fiscal year 2015. The increase in net marketing and advertising expenses as

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a percentage of revenue of approximately 30 basis points in fiscal year 2017 from the prior year consisted of (i) approximately 10 basis points in support of our U.S. operations and (ii) approximately 20 basis points related to the expansion of our international footprint through MyTheresa.

We receive advertising allowances from certain of our merchandise vendors. Substantially all the advertising allowances we receive represent reimbursements of direct, specific and incremental costs that we incur to promote the vendor’s merchandise in connection with our various advertising programs, primarily catalogs and other print media and digital media. Advertising allowances fluctuate based on the level of advertising expenses incurred and are recorded as a reduction of our advertising costs when earned. Advertising allowances were approximately $50.1 million, or 1.1% of revenues, in fiscal year 2017, $54.8 million, or 1.1% of revenues, in fiscal year 2016 and $55.0 million, or 1.1% of revenues, in fiscal year 2015.

We also receive allowances from certain merchandise vendors in connection with compensation programs for employees who sell the vendor’s merchandise. These allowances are netted against the related compensation expenses that we incur. Amounts received from vendors related to compensation programs were $62.4 million, or 1.3% of revenues, in fiscal year 2017, $70.3 million, or 1.4% of revenues, in fiscal year 2016 and $76.4 million, or 1.5% of revenues, in fiscal year 2015.

Changes in our SG&A expenses are affected primarily by the following factors:

• changes in the level of our revenues;

• changes in the number of sales associates, which are due primarily to new store openings and expansion of existing stores, and the health care and related benefits expenses incurred as a result of such changes; 

• changes in expenses incurred in connection with our advertising and marketing programs; and 

• changes in expenses related to employee benefits due to general economic conditions such as rising health care costs.

Income From Credit Card Program.  We maintain a proprietary credit card program through which credit is extended to customers and have a related marketing and servicing alliance with affiliates of Capital One.  Pursuant to the Program Agreement, Capital One currently offers credit cards and non-card payment plans under both the "Neiman Marcus" and "Bergdorf Goodman" brand names.

We receive payments from Capital One based on sales transacted on our proprietary credit cards.  We recognize income from our credit card program when earned. In the future, the income from our credit card program may:

• increase or decrease based upon the level of utilization of our proprietary credit cards by our customers; 

• increase or decrease based upon the overall profitability and performance of the credit card portfolio due to the level of bad debts incurred or changes in interest rates, among other factors; 

• increase or decrease based upon future changes to our credit card program in response to changes in regulatory requirements or other changes related to, among other things, the interest rates applied to unpaid balances and the assessment of late fees; and 

• decrease based upon the level of future marketing and other services we provide to Capital One.

Additionally, beginning in July 2017, in accordance with the provisions of the credit card program agreement, our allocable share of the profits generated by the credit card portfolio was reduced as a result of our current credit ratings by S&P and Moody's.

Impairment of Indefinite-lived Intangible Assets, Goodwill and Long-lived Assets. We assess the recoverability of the carrying values of indefinite-lived intangible assets and goodwill as well as our store assets, consisting of property and equipment, customer lists and favorable lease commitments, annually in the fourth quarter of each fiscal year and upon the occurrence of certain events. These impairment assessments related to tradenames and goodwill are performed for three of our reporting units — Neiman Marcus, Bergdorf Goodman and MyTheresa.

Since fiscal year 2016, we have experienced declines in our operating results and we believe our operating results have been adversely impacted by a number of factors including, among other things:

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• the volatility and uncertainty in domestic and global economic conditions and the resulting impact on the market for luxury merchandise;

• the strength of the U.S. dollar against international currencies, most notably the Euro and British pound, and a resulting impact on tourism and spending by international customers in the U.S.; and

• a significant and sustained decline in the global price for crude oil and the resulting impact on stakeholders in the oil and gas industries, particularly in the Texas markets in which we have a significant presence.

Based upon our assessment of economic conditions, our expectations of future business conditions and trends, our projected revenues, earnings, and cash flows as well as other market factors such as the weighted average cost of capital and valuation multiples, we determined that impairment charges were required to state certain of our intangible and long-lived assets to their estimated fair value.

We recorded impairment charges aggregating $466.2 million in fiscal year 2016. These impairment charges were driven primarily by revisions to our anticipated future operating trends in light of adverse economic and business trends existing as of the end of fiscal year 2016 and, to a lesser extent, increases in the weighted average cost of capital used in estimating the fair value of our tradenames and reporting units under a discounted cash flow method. These impairments related to certain of our tradenames, goodwill and long-lived assets primarily associated with our Neiman Marcus brand.

We recorded impairment charges aggregating $510.7 million in fiscal year 2017. These impairment charges were driven both by (i) changes in market conditions related to increases in the weighted average cost of capital and valuation multiples and (ii) further deterioration of operating trends during such periods. In fiscal year 2017, we recorded impairment charges of $153.8 million in the second quarter and $357.0 million in the fourth quarter. These impairment charges related to certain of our tradenames, goodwill and long-lived assets primarily associated with our Neiman Marcus and Bergdorf Goodman brands.

We continue to undertake initiatives to help drive revenues and streamline business activities and will continue to closely monitor our financial condition and results of operations. However, there is a risk that we may continue to experience challenging economic conditions and operating pressures, which in turn could increase the risk of additional impairment charges in future periods.

Effective Income Tax Rate. Our effective income tax rate may fluctuate from period to period due to a variety of factors, including changes in our assessment of certain tax contingencies, valuation allowances, changes in federal, state and foreign tax laws, outcomes of administrative audits, changes in our corporate structure, the impact of other discrete or non-recurring items and the mix of earnings among our U.S. and foreign operations, where the statutory rates are generally lower than in the United States. As a result, our effective income tax rate may vary significantly from the federal statutory tax rate.

Seasonality

We conduct our selling activities in two primary selling seasons—Fall and Spring. The Fall season is comprised of our first and second fiscal quarters and the Spring season is comprised of our third and fourth fiscal quarters.

Our first fiscal quarter is generally characterized by a higher level of full-price sales with a focus on the initial introduction of Fall season fashions. Marketing activities designed to stimulate customer purchases, a lower level of markdowns and higher margins are characteristic for this quarter. Our second fiscal quarter is more focused on promotional activities related to the December holiday season, the early introduction of resort season collections from certain designers and the sale of Fall season goods on a marked down basis. As a result, margins are typically lower in our second fiscal quarter. However, due to the seasonal increase in revenues that occurs during the holiday season, our second fiscal quarter is typically the quarter in which our revenues are the highest and in which expenses as a percentage of revenues are the lowest. Our working capital requirements are also the greatest in the first and second fiscal quarters as a result of higher seasonal requirements.

Our third fiscal quarter is generally characterized by a higher level of full-price sales with a focus on the initial introduction of Spring season fashions. Marketing activities designed to stimulate customer purchases, a lower level of markdowns and higher margins are again characteristic for this quarter. Revenues are generally the lowest in our fourth fiscal quarter with a focus on promotional activities offering Spring season goods to customers on a marked down basis, resulting in lower margins during the quarter. Our working capital requirements are typically lower in our third and fourth fiscal quarters compared to the other quarters.

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A large percentage of our merchandise assortment, particularly in the apparel, fashion accessories and shoe categories, is ordered months in advance of the introduction of such goods. For example, women’s apparel, men’s apparel, shoes and handbags are typically ordered six to nine months in advance of the products being offered for sale while jewelry and other categories are typically ordered three to six months in advance. As a result, our success depends in large part on our ability to anticipate and identify fashion trends and consumer shopping preferences and to identify and react effectively to rapidly changing consumer demands in a timely manner.

We monitor the sales performance of our inventories throughout each season. We seek to order additional goods to supplement our original purchasing decisions when the level of customer demand is higher than originally anticipated. However, in certain merchandise categories, particularly fashion apparel, our ability to purchase additional goods can be limited. This can result in lost sales opportunities in the event of higher than anticipated demand for the merchandise we offer or a higher than anticipated level of consumer spending. Conversely, in the event we buy merchandise that is not accepted by our customers or the level of consumer spending is less than we anticipated, we could incur a higher than anticipated level of markdowns, net of vendor allowances, resulting in lower operating profits. Any failure on our part to anticipate, identify and respond effectively to these changes could adversely affect our business, financial condition and results of operations.

Results of Operations for the Fiscal Year Ended July 29, 2017 Compared to the Fiscal Year Ended July 30, 2016

Revenues.  Our revenues for fiscal year 2017 of $4,706.0 million decreased by $243.5 million, or 4.9%, from $4,949.5 million in fiscal year 2016. Comparable revenues for fiscal year 2017 decreased 5.2% compared to fiscal year 2016.

Changes in comparable revenues by quarter were:

Fiscal year 2017
Fourth quarter	(0.5	)%
Third quarter	(4.9	)
Second quarter	(6.8	)
First quarter	(8.0	)

In fiscal year 2017, we generated negative comparable revenue increases. We believe the lower levels of revenues were impacted by a number of factors, including:

• the volatility and uncertainty in domestic and global economic conditions and the resulting impact on the market for luxury merchandise;

• the strength of the U.S. dollar against international currencies, most notably the Euro and British pound, and a resulting impact on tourism and spending by international customers in the U.S.;

• a significant and sustained decline in the global price for crude oil and the resulting impact on stakeholders in the oil and gas industries, particularly in the Texas markets in which we have a significant presence; and

• the implementation and conversion issues related to NMG One, which prevented us from fulfilling certain customer demand both in our stores and websites.

Revenues generated by our online operations in fiscal year 2017 were $1,471.7 million, or 31.3% of consolidated revenues. Comparable revenues from our online operations in fiscal year 2017 increased 2.5% from the prior fiscal year.

Cost of Goods Sold Including Buying and Occupancy Costs (Excluding Depreciation). COGS increased to 68.4% of revenues in fiscal year 2017 from 67.1% of revenues in fiscal year 2016. Compared to the prior year, COGS as a percentage of revenues increased by 130 basis points due primarily to:

• decreased product margins of approximately 100 basis points due primarily to:

• higher markdowns and promotional costs of approximately 70 basis points incurred on lower than expected revenues; and

• higher delivery and processing costs of approximately 20 basis points; and

• the deleveraging of buying and occupancy costs of approximately 30 basis points. 

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Selling, General and Administrative Expenses (Excluding Depreciation).  SG&A expenses as a percentage of revenues increased to 24.0% in fiscal year 2017 compared to 22.6% of revenues in fiscal year 2016. Compared to the prior year, SG&A as a percentage of revenues increased 140 basis points due primarily to:

• the deleveraging of a significant portion of our SG&A expenses, primarily payroll and benefits, of approximately 50 basis points on the lower level of revenues;

• higher levels of expenses and other costs of approximately 45 basis points incurred in connection with:

• (i) investments in technology, (ii) the growth of our international footprint through MyTheresa and (iii) costs related to the opening of new stores and the remodeling of existing stores; and

• certain corporate expenses, primarily professional fees;

• lower favorable non-cash adjustments to the required liability for stock option awards requiring variable accounting of approximately 20 basis points; and

• higher credit card chargebacks and other fees of approximately 15 basis points.

Income from Credit Card Program.  Income from our credit card program was $60.1 million, or 1.3% of revenues, in fiscal year 2017 compared to $60.6 million, or 1.2% of revenues, in fiscal year 2016.

Depreciation and Amortization Expenses.  Depreciation expense was $225.5 million, or 4.8% of revenues, in fiscal year 2017 compared to $226.9 million, or 4.6% of revenues, in fiscal year 2016.

Amortization of intangible assets (primarily customer lists and favorable lease commitments) was $104.0 million, or 2.2% of revenues, in fiscal year 2017 compared to $111.2 million, or 2.2% of revenues, in fiscal year 2016.

Other Expenses. Other expenses in fiscal year 2017 aggregated $29.7 million, or 0.6% of revenues, compared to $27.1 million, or 0.5% of revenues, in fiscal year 2016. Other expenses consisted of the following components:

	Fiscal year ended
(in millions)	July 29, 2017		July 30, 2016
Expenses incurred in connection with strategic initiatives	$	21.3	$	24.3
MyTheresa acquisition costs	3.3		4.4
Expenses related to Cyber-Attack, net of insurance recoveries	1.5		1.0
Net gain from facility closure	—		(5.6		)
Other expenses	3.6		2.9
Total	$	29.7	$	27.1

We incurred professional fees and other costs aggregating $21.3 million in fiscal year 2017 and $24.3 million in fiscal year 2016 in connection with Organizing for Growth, NMG One and the evaluation of potential strategic alternatives. In connection with Organizing for Growth, we eliminated approximately 315 positions in fiscal year 2017 and approximately 500 positions in fiscal year 2016 across our stores, divisions and facilities. We incurred severance costs of $7.2 million in fiscal year 2017 and $10.2 million in fiscal year 2016.

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. Acquisition costs consisted primarily of professional fees as well as adjustments of our earn-out obligations to estimated fair value at each reporting date. The final earn-out obligation was paid in March 2017.

We discovered in January 2014 that malicious software was clandestinely installed on our computer systems. In fiscal years 2017 and 2016, we incurred legal and other expenses in connection with the Cyber-Attack.

In the third quarter of fiscal year 2016, we recorded a $5.6 million net gain related to the closure and relocation of our regional service center in New York.

Impairment Charges.In fiscal year 2017, we assessed the recoverability of the carrying values of our indefinite-lived intangible assets and goodwill as well as our store assets as a result of (i) increases in the weighted average cost of capital used in estimating the fair value of our tradenames and our reporting units under a discounted cash flow model, (ii) the continuation of adverse economic and business trends and (iii) revisions to our anticipated future operating results. We

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recorded impairment charges of $510.7 million in fiscal year 2017 and $466.2 million in fiscal year 2016 to state certain of our intangible and long-lived assets, primarily related to our Neiman Marcus and Bergdorf Goodman brands, to their estimated fair value.

Operating Loss. We had operating losses of $453.2 million, or 9.6% of revenues, in fiscal year 2017 compared to operating losses of $261.7 million, or 5.3% of revenues, in fiscal year 2016. Included in operating loss in fiscal year 2017 were:

• impairment charges of $510.7 million; and

• other expenses of $29.7 million.

Included in operating loss in fiscal year 2016 were:

• impairment charges of $466.2 million; and

• other expenses of $27.1 million.

Interest Expense, net.  Net interest expense was $295.7 million in fiscal year 2017 and $285.6 million in fiscal year 2016. The significant components of interest expense are as follows:

	Fiscal year ended
(in millions)	July 29, 2017			July 30, 2016
Asset-Based Revolving Credit Facility	$	7.0		$	3.1
Senior Secured Term Loan Facility	130.1			124.8
mytheresa.com Credit Facilities	0.1			—
Cash Pay Notes	76.8			76.8
PIK Toggle Notes	53.8			52.5
2028 Debentures	8.9			8.9
Amortization of debt issue costs	24.5			24.6
Capitalized interest	(6.3		)	(7.3		)
Other, net	0.7			2.2
Interest expense, net	$	295.7		$	285.6

With respect to the PIK Toggle Notes, we elected to pay the October 2017 interest payment in the form of PIK Interest, which accrues at a rate of 9.50% per annum and will result in the issuance of $28.5 million of additional PIK Toggle Notes in October 2017.

Income Tax Benefit.  Our effective income tax rate of 29.0% and 25.8% on the losses for fiscal years 2017 and 2016 were less than the federal statutory tax rate of 35%. No income tax benefits exist related to the goodwill impairment charges of $196.2 million recorded in fiscal year 2017 and $199.2 million recorded in fiscal year 2016. Excluding the impact of the goodwill impairment charges, our effective income tax rates were 39.3% for fiscal year 2017 and 40.6% for fiscal year 2016, which exceeded the federal statutory tax rate due primarily to state income taxes.

While our future effective income tax rate will depend on the factors described above, we currently anticipate that our effective income tax rate in future periods will be closer to our historical effective income tax rate of approximately 37.9% to 39.2%.

We file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. The Internal Revenue Service ("IRS") finalized its audits of our fiscal year 2012 and short-year 2013 (prior to the Acquisition) federal income tax returns.  With respect to state, local and foreign jurisdictions, with limited exceptions, we are no longer subject to income tax audits for fiscal years before 2013.  We believe our recorded tax liabilities as of July 29, 2017 are sufficient to cover any potential assessments made by the IRS or other taxing authorities and we will continue to review our recorded tax liabilities for potential audit assessments based upon subsequent events, new information and future circumstances.  We believe it is reasonably possible that adjustments to the amounts of our unrecognized tax benefits could occur within the next 12 months as a result of settlements with tax authorities or expiration of statutes of limitations.  At this time, we do not believe such adjustments will have a material impact on our Consolidated Financial Statements.

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Results of Operations for the Fiscal Year Ended July 30, 2016 Compared to the Fiscal Year Ended August 1, 2015

Revenues.  Our revenues for fiscal year 2016 of $4,949.5 million decreased by $145.6 million, or 2.9%, from $5,095.1 million in fiscal year 2015. Comparable revenues for fiscal year 2016 decreased 4.1% compared to fiscal year 2015.

Changes in comparable revenues by quarter were:

Fiscal year 2016
Fourth quarter	(4.1	)%
Third quarter	(5.0	)
Second quarter	(2.4	)
First quarter	(5.6	)

In fiscal year 2016, we generated negative comparable revenue increases. We believe these results were impacted by a number of factors, including:

• the volatility and uncertainty in domestic and global economic conditions and the resulting impact on the market for luxury merchandise;

• the strengthening of the U.S. dollar against international currencies, most notably the Euro and British pound, a resulting impact on tourism and spending by international customers in the U.S.; and

• a significant decline in the global price for crude oil and the resulting impact on stakeholders in the oil and gas industries, particularly in the Texas markets in which we have a significant presence.

Revenues generated by our online operations in fiscal year 2016 were $1,436.1 million, or 29.0% of consolidated revenues. Comparable revenues from our online operations in fiscal year 2016, which included the revenues of MyTheresa beginning in the second quarter of fiscal year 2016, increased 4.4% from the prior year.

Cost of Goods Sold Including Buying and Occupancy Costs (Excluding Depreciation). COGS increased to 67.1% of revenues in fiscal year 2016 from 64.9% of revenues in fiscal year 2015. Compared to the prior year, COGS as a percentage of revenues increased by 220 basis points due primarily to:

• decreased product margins of approximately 200 basis points due primarily to higher markdowns and promotional costs incurred on lower than expected revenues; and

• the deleveraging of buying and occupancy costs of approximately 20 basis points.

Selling, General and Administrative Expenses (Excluding Depreciation).  SG&A expenses as a percentage of revenues decreased to 22.6% in fiscal year 2016 compared to 22.8% of revenues in fiscal year 2015. This decrease is due primarily to:

• payroll, incentive compensation and benefits expense savings realized of approximately 50 basis points in connection with Organizing for Growth and other efficiency initiatives; and

• lower non-cash stock compensation expenses of approximately 20 basis points due to a reduction in the required liability for stock option awards requiring variable accounting; partially offset by

• higher levels of expenses of approximately 30 basis points incurred in connection with our strategic initiatives, including costs related to the opening of new stores (our store in Garden City, New York opened in February 2016), the remodeling of existing stores, investments in technology and the growth of our international revenues through MyTheresa; and

• higher selling costs of approximately 20 basis points due to higher marketing expenses, related primarily to our online operations, and higher levels of credit card chargebacks subsequent to regulatory changes effective October 2015 with respect to retailers' liabilities for such losses.

Income from Credit Card Program.  Income from our credit card program was $60.6 million, or 1.2% of revenues, in fiscal year 2016 compared to $52.8 million, or 1.0% of revenues, in fiscal year 2015. Compared to the prior year, income from our credit card program as a percentage of revenues increased by 20 basis points due primarily to increases in both the overall profitability of the credit card portfolio and the portion of income contractually allocable to the Company.

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Depreciation and Amortization Expenses.  Depreciation expense was $226.9 million, or 4.6% of revenues, in fiscal year 2016 compared to $185.6 million, or 3.6% of revenues, in fiscal year 2015. The increase in depreciation expense in fiscal year 2016 compared to fiscal year 2015 was driven by a higher level of capital spending since the Acquisition related to new stores, store remodels and omni-channel initiatives.

Amortization of intangible assets (primarily customer lists and favorable lease commitments) was $111.2 million, or 2.2% of revenues, in fiscal year 2016 compared to $137.3 million, or 2.7% of revenues, in fiscal year 2015. Amortization expense as a percentage of revenues decreased by 50 basis points in fiscal year 2016 due primarily to lower amortization charges with respect to our customer lists. Our customer lists are amortized using accelerated methods which reflect the pattern in which we receive the economic benefit of the asset.

Other Expenses.  Other expenses in fiscal year 2016 aggregated $27.1 million, or 0.5% of revenues, compared to $39.5 million, or 0.8% of revenues, in fiscal year 2015. Other expenses consisted of the following components:

	Fiscal year ended
(in millions)	July 30, 2016			August 1, 2015
Expenses incurred in connection with strategic initiatives	$	24.3		$	11.6
MyTheresa acquisition costs	4.4			19.4
Expenses related to Cyber-attack, net of insurance recoveries	1.0			4.1
Net gain from facility closure	(5.6		)	—
Other expenses	2.9			4.3
Total	$	27.1		$	39.5

We incurred professional fees and other costs aggregating $24.3 million in fiscal year 2016 in connection with our Organizing for Growth and NMG One strategic initiatives. In connection with Organizing for Growth, we eliminated approximately 500 positions across our stores, divisions and facilities on October 1, 2015 and incurred $10.2 million of severance costs.

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. Acquisition costs consisted primarily of professional fees as well as adjustments of our earn-out obligations to estimated fair value at each reporting date.

We discovered in January 2014 that malicious software was clandestinely installed on our computer systems. In fiscal year 2016 and 2015, we incurred investigative, legal and other expenses in connection with the Cyber-Attack.

In the third quarter of fiscal year 2016, we recorded a $5.6 million net gain related to the closure and relocation of our regional service center in New York.

Impairment Charges.Based upon our assessment of economic conditions, our expectations of future business conditions and trends and our projected revenues, earnings and cash flows, we determined certain of our property and equipment, other definite-lived intangible assets, tradenames and goodwill to be impaired, primarily related to our Neiman Marcus brand, and recorded impairment charges in the fourth quarter of fiscal year 2016 aggregating $466.2 million.

Operating Earnings (Loss). We had operating losses of $261.7 million, or 5.3% of revenues, in fiscal year 2016 compared to operating earnings of $318.0 million, or 6.2% of revenues, in fiscal year 2015. Included in operating loss in fiscal year 2016 were:

• impairment charges of $466.2 million; and

• other expenses of $27.1 million.

Included in operating earnings in fiscal year 2015 were:

• other expenses of $39.5 million; and

• impact of purchase accounting adjustments that increased COGS by $6.8 million related to the step-up in the carrying value of the acquired MyTheresa inventories.

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Interest Expense, net.  Net interest expense was $285.6 million in fiscal year 2016 and $289.9 million in fiscal year 2015. The significant components of interest expense are as follows:

	Fiscal year ended
(in millions)	July 30, 2016			August 1, 2015
Asset-Based Revolving Credit Facility	$	3.1		$	1.5
Senior Secured Term Loan Facility	124.8			125.6
mytheresa.com Credit Facilities	—			—
Cash Pay Notes	76.8			76.8
PIK Toggle Notes	52.5			52.5
2028 Debentures	8.9			8.9
Amortization of debt issue costs	24.6			24.6
Capitalized interest	(7.3		)	(2.4		)
Other, net	2.2			2.5
Interest expense, net	$	285.6		$	289.9

Income Tax Expense (Benefit).  Our effective income tax rate of 25.8% on the loss for fiscal year 2016 was less than the federal statutory tax rate of 35%. No income tax benefit exists related to the $199.2 million goodwill impairment charge recorded in fiscal year 2016. Excluding the impact of the goodwill impairment charge, our effective income tax rate was 40.6% for fiscal year 2016, which exceed the federal statutory tax rate due primarily to state income taxes.

Our effective income tax rate of 46.8% on the earnings for fiscal year 2015 exceeded the federal statutory tax rate due primarily to:

• state income taxes; and

• the non-deductible portion of transaction and other costs incurred in connection with the MyTheresa acquisition.

Non-GAAP Financial Measures

To supplement our financial information presented in accordance with generally accepted accounting principles ("GAAP"), we use EBITDA and Adjusted EBITDA to monitor and evaluate the performance of our business and believe the presentation of these measures enhances investors’ ability to analyze trends in our business and evaluate our performance relative to other companies in our industry. We define (i) EBITDA as earnings before interest, taxes, depreciation and amortization and (ii) Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not believe are representative of our ongoing performance. These financial metrics are not presentations made in accordance with GAAP.

EBITDA and Adjusted EBITDA should not be considered as alternatives to operating earnings (loss) or net earnings (loss) as measures of operating performance. In addition, EBITDA and Adjusted EBITDA are not presented as and should not be considered as alternatives to cash flows as measures of liquidity. EBITDA and Adjusted EBITDA have important limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP.

These limitations include the fact that:

• EBITDA and Adjusted EBITDA:

• exclude certain tax payments that may represent a reduction in cash available to us;

•in the case of Adjusted EBITDA, exclude certain adjustments for purchase accounting;

• do not reflect changes in, or cash requirements for, our working capital needs, capital expenditures or contractual commitments;

• do not reflect our significant interest expense; and

• do not reflect the cash requirements necessary to service interest or principal payments on our debt.

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• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and

• other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

In calculating these financial measures, we make certain adjustments that are based on assumptions and estimates that may prove inaccurate. In addition, in the future we may incur expenses similar to those eliminated in this presentation. The following table reconciles net earnings (loss) as reflected in our Consolidated Statements of Operations prepared in accordance with GAAP to EBITDA and Adjusted EBITDA:

	Fiscal year ended									Thirty-nine weeks ended			Thirteen weeks ended			Fiscal year ended
	July 29, 2017			July 30, 2016			August 1, 2015			August 2, 2014			November 2, 2013			August 3, 2013
(dollars in millions)	(Successor)			(Successor)			(Successor)			(Successor)			(Predecessor)			(Predecessor)
Net earnings (loss)	$	(531.8	)	$	(406.1	)	$	14.9		$	(134.1	)	$	(13.1	)	$	163.7
Income tax expense (benefit)	(217.1		)	(141.1		)	13.1			(89.8		)	7.9			113.7
Interest expense, net	295.7			285.6			289.9			232.7			37.3			169.0
Depreciation expense	225.5			226.9			185.6			113.3			34.2			141.5
Amortization of intangible assets and favorable lease commitments	104.0			111.2			137.3			148.6			11.7			47.4
EBITDA	$	(123.7	)	$	76.4		$	640.8		$	270.8		$	78.1		$	635.3
EBITDA as a percentage of revenues	(2.6		)%	1.5		%	12.6		%	7.3		%	6.9		%	13.7		%
Impairment charges (1)	510.7			466.2			—			—			—			—
Amortization of inventory step-up (2)	—			—			6.8			129.6			—			—
Incremental rent expense (3)	9.7			10.5			11.0			8.5			0.8			4.0
Transaction and other costs (4)	3.3			4.4			19.4			55.4			109.4			—
Non-cash stock-based compensation (5)	(1.2		)	(10.4		)	0.1			6.2			2.5			9.7
Expenses incurred in connection with openings of new stores / remodels of existing stores (6)	8.6			15.1			12.3			4.0			1.8			5.1
Expenses incurred in connection with strategic initiatives (7)	21.3			24.3			11.6			5.7			0.2			—
Expenses related to Cyber-Attack, net of insurance recoveries (8)	1.5			1.0			4.1			12.6			—			—
Net gain from facility closure (9)	—			(5.6		)	—			—			—			—
Equity in loss of Asian e-commerce retailer / professional fees (10)	—			—			—			3.6			1.5			14.2
Management fee due to Former Sponsors (11)	—			—			—			—			2.8			10.0
Other expenses	3.6			2.9			4.3			4.8			—			4.3
Adjusted EBITDA (12)	$	433.8		$	584.9		$	710.6		$	501.3		$	197.2		$	682.7
Adjusted EBITDA as a percentage of revenues	9.2		%	11.8		%	13.9		%	13.5		%	17.5		%	14.7		%

(1) In fiscal year 2017, we recorded pretax impairment charges related to (i) $309.7 million for the writedown to fair value of the net carrying value of tradenames, (ii) $196.2 million for the writedown to fair value of goodwill and (iii) $4.8 million for the writedown to fair value of the net carrying value of certain long-lived assets.

In fiscal year 2016, we recorded pretax impairment charges related to (i) $228.9 million for the writedown to fair value of the net carrying value of tradenames, (ii) $199.2 million for the writedown to fair value of goodwill and (iii) $38.1 million for the writedown to fair value of the net carrying value of certain long-lived assets.

(2) The carrying values of inventories acquired in connection with the Acquisition and the acquisition of MyTheresa were stepped up to estimated fair value as of the respective acquisition dates and amortized into cost of goods sold as the acquired inventories were sold.

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(3) Rental obligations and deferred real estate credits were revalued at fair value in connection with the Acquisition. These fair value adjustments increase post‑acquisition rent expense.

(4) Amounts relate to costs and expenses incurred in connection with the Acquisition and the acquisition of MyTheresa and are not expected to recur subsequent to fiscal year 2017.

(5) Non-cash stock-based compensation includes a $4.7 million adjustment recorded in fiscal year 2017 and a $14.3 million adjustment recorded in fiscal year 2016 to reduce our liability awards to estimated fair value.

(6) Amounts represent direct and incremental expenses incurred in connection with the openings of new stores as well as remodels to our existing stores.

(7) Amounts represent direct expenses incurred in connection with strategic initiatives, primarily NMG One and Organizing for Growth.

(8) For a further description of the Cyber‑Attack, see Item 1A, “Risk Factors—Risks Related to Our Business and Industry—A breach in information privacy could negatively impact our operations” and Note 12 of the Notes to Consolidated Financial Statements.

(9) Amount represents a net gain related to the closure and relocation of our regional service center in New York.

(10) Amounts relate to our equity in losses and professional fees incurred in connection with our prior non‑controlling investment in an Asian e‑commerce retailer.

(11) Amounts represent management fees paid to the Former Sponsors prior to the Acquisition.

(12) Excluded from the adjustments to calculate Adjusted EBITDA are the estimated impacts from the launch of our new NMG One integrated merchandising and distribution system in the first quarter of fiscal year 2017. We experienced issues with respect to the functionality and capabilities of certain portions of the new system. These issues primarily related to the processing of inventory receipts at our distribution centers, the timely payment of certain merchandise receipts, the transfer of inventories to our stores and the presentation of inventories on our websites. These issues prevented us from fulfilling certain customer demand in both our stores and websites.

As a result of these implementation issues, we believe:

• our revenues were adversely impacted;

• incremental markdowns were incurred;

• additional incremental costs, primarily for consulting services, were incurred; and

• significant internal resources were allocated to address these issues.

Based on available data, we estimate that these issues resulted in unrealized revenues of approximately $55 to $65 million during fiscal year 2017. However, we believe the full impact of the NMG One implementation issues on our revenues is likely greater because there are a number of ways in which our business has been disrupted that we cannot directly track or measure.

Inflation and Deflation

We believe changes in revenues and net earnings that have resulted from inflation or deflation have not been material during the past three fiscal years. We have experienced certain inflationary effects in our cost base due to increases in selling, general and administrative expenses, particularly with regard to employee health care and other benefits. For more information regarding the effects of changes in foreign currency exchange rates, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Risk."

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Liquidity and Capital Resources

Our liquidity requirements consist principally of:

• the funding of our merchandise purchases; 

• operating expense requirements;

• debt service requirements; 

• capital expenditures for expansion and growth strategies, including new store construction, store remodels and upgrades of our management information systems; 

• income tax payments; and

• obligations related to our defined benefit pension plan ("Pension Plan").

Our primary sources of short-term liquidity are comprised of cash and cash equivalents (including credit card receivables), availability under the Asset-Based Revolving Credit Facility and vendor payment terms. The amounts of cash and cash equivalents and borrowings under the Asset-Based Revolving Credit Facility are influenced by a number of factors, including revenues, working capital levels, vendor terms, the level of capital expenditures, cash requirements related to financing instruments and debt service obligations, Pension Plan funding obligations and tax payment obligations, among others.

Our working capital requirements fluctuate during the fiscal year, increasing substantially during the first and third quarters of each fiscal year as a result of higher seasonal levels of inventories. We have typically financed our cash requirements with available cash and cash equivalents, cash flows from operations and, if necessary, with cash provided from borrowings under our revolving credit facilities. Pursuant to these credit facilities, we had outstanding borrowings of $263.0 million as of July 29, 2017, all of which represents borrowings under our Asset-Based Revolving Credit Facility, compared to $165.0 million as of July 30, 2016. At July 29, 2017, we had unused borrowing commitments of $651.1 million, subject to a borrowing base, of which (i) $90.0 million of such capacity is available to us subject to the maintenance of a minimum fixed charge coverage ratio and to further restrictions described below under "Financing Structure at July 29, 2017" and (ii) $17.1 million of such capacity is available only to MyTheresa under its credit facilities and not to our U.S. operations. Additionally, we held cash and cash equivalents and credit card receivables of $88.1 million bringing our available liquidity to $739.2 million at July 29, 2017, inclusive of the amount available to MyTheresa.

Under the Asset-Based Revolving Credit Facility, if "excess availability" falls below 10% of aggregate revolving commitments, we will be required to maintain a minimum fixed charge coverage ratio and we may be subject to further restrictions as discussed below under "Financing Structure at July 29, 2017".

We believe that cash generated from our operations, our existing cash and cash equivalents and available sources of financing will be sufficient to fund our cash requirements during the next 12 months, including merchandise purchases, operating expenses, anticipated capital expenditure requirements, debt service requirements, income tax payments and obligations related to our Pension Plan.

We regularly evaluate our liquidity profile, and various financing, refinancing and other alternatives for opportunities to enhance our capital structure and address maturities under our existing debt arrangements. If opportunities are available on favorable terms, we may seek to refinance, exchange, amend or extend the terms of our existing debt or issue or incur additional debt, and may engage with existing and prospective holders of our debt in connection with such matters. Although we are actively pursuing opportunities to improve our capital structure, some or all of the foregoing potential transactions or other alternatives may not be available to us or announced in the foreseeable future or at all.

Net cash provided by our operating activities was $147.0 million in fiscal year 2017 compared to $310.6 million fiscal year 2016. In fiscal year 2017, the decrease in net cash provided by operating activities was driven by (i) the decline in cash generated by our operating activities on a lower level of revenues and (ii) higher working capital requirements driven by higher inventories. Additionally, we made required fundings to our Pension Plan of $10.7 million in fiscal year 2017.

Net cash used for investing activities, primarily representing capital expenditures, was $204.6 million in fiscal year 2017 compared to $302.3 million in fiscal year 2016. The decrease in capital expenditures in fiscal year 2017 reflects lower spending for NMG One, the construction of new stores and the remodeling of existing stores.

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Currently, we project capital expenditures for fiscal year 2018 to be approximately $208 to $218 million. Net of developer contributions, capital expenditures for fiscal year 2018 are projected to be approximately $155 to $165 million. We have managed and will continue to manage the level of capital spending in a manner designed to balance current economic conditions and business trends with our long-term initiatives and growth strategies.

Net cash provided by financing activities of $40.4 million in fiscal year 2017 was comprised primarily of (i) net borrowings of $98.0 million under our Asset-Based Revolving Credit Facility due to seasonal working capital requirements, partially offset by (ii) repayments of borrowings of $29.4 million under our Senior Secured Term Loan Facility, (iii) payment of $22.9 million for the MyTheresa contingent earn-out obligation for calendar year 2016 and (iv) $5.4 million for debt issuance costs. Net cash used for financing activities of $21.6 million in fiscal year 2016 was comprised primarily of (i) repayments of borrowings of $29.4 million under our Senior Secured Term Loan Facility and (ii) payment of $27.2 million for the MyTheresa contingent earn-out obligation for calendar year 2015, partially offset by (iii) net borrowings of $35.0 million under our Asset-Based Revolving Credit Facility due to seasonal working capital requirements.

Subject to applicable restrictions in our credit agreements and indentures, we or our affiliates, at any time and from time to time, may purchase, redeem or otherwise retire our outstanding debt securities or term loans, including through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we, or any of our affiliates, may determine.

Financing Structure at July 29, 2017

Our major sources of funds are comprised of our revolving credit facilities aggregating $917.1 million, the $2,839.6 million Senior Secured Term Loan Facility, $960.0 million Cash Pay Notes, $600.0 million PIK Toggle Notes, $125.0 million 2028 Debentures (each as described in more detail below), vendor payment terms and operating leases.

Revolving Credit Facilities. Our revolving credit facilities consists of our Asset-Based Revolving Credit Facility, which supports our U.S. operations and the mytheresa.com Credit Facilities, which support the MyTheresa operations.

Asset-Based Revolving Credit Facility.  At July 29, 2017, we have an Asset-Based Revolving Credit Facility with a maximum committed borrowing capacity of $900.0 million. The Asset-Based Revolving Credit Facility matures on July 25, 2021 (or July 25, 2020 if our obligations under our Senior Secured Term Loan Facility or any permitted refinancing thereof have not been repaid or the maturity date thereof has not been extended to October 25, 2021 or later).  At July 29, 2017, we had outstanding borrowings of $263.0 million under this facility, outstanding letters of credit of $1.8 million and unused commitments of $635.3 million, subject to a borrowing base, of which $90.0 million of such capacity is available to us subject to certain restrictions as more fully described below.

Availability under the Asset-Based Revolving Credit Facility is subject to a borrowing base.  The Asset-Based Revolving Credit Facility includes borrowing capacity available for letters of credit (up to $150.0 million, with any such issuance of letters of credit reducing the amount available under the Asset-Based Revolving Credit Facility on a dollar-for-dollar basis) and for borrowings on same-day notice.  The borrowing base is equal to at any time the sum of (a) 90% of the net orderly liquidation value of eligible inventory, net of certain reserves, plus (b) 90% of the amounts owed by credit card processors in respect of eligible credit card accounts constituting proceeds from the sale or disposition of inventory, less certain reserves, plus (c) 100% of segregated cash held in a restricted deposit account. 

Our excess availability could decrease as a result of, among other things, decreases in inventory or increases in outstanding debt (including letters of credit). Our failure to meet the Excess Availability Condition (as defined below) could limit our operational flexibility and growth. To the extent that excess availability is not equal to or greater than the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million (the "Excess Availability Condition"), we will be required to maintain a minimum fixed charge coverage ratio. Additional restrictions will apply if the Excess Availability Condition is not met for five consecutive business days, including increased reporting requirements and additional administrative agent control rights over certain of our accounts. These restrictions will continue until the Excess Availability Condition is satisfied and their imposition may limit our operational flexibility. At July 29, 2017, these restrictions limited our borrowing capacity to $90.0 million of unused commitments under the Asset-Based Revolving Credit Facility.

The weighted average interest rate on the outstanding borrowings pursuant to the Asset-Based Revolving Credit Facility was 3.11% at July 29, 2017.

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See Note 8 of the Notes to Consolidated Financial Statements in Item 15, which contains a further description of the terms of the Asset-Based Revolving Credit Facility.

Mytheresa.com Credit Facilities.Our subsidiary mytheresa.com GmbH, through which we operate mytheresa.com, is party to two credit facility agreements and related security arrangements. The first facility, entered into October 1, 2015, is a revolving credit line for up to €6.5 million in availability and bears interest at a fixed rate of 2.39% (until further notice) for any loan drawn under the overdraft facility and at rates to be agreed on a case-by-case basis for money market loans and guarantees. The second facility, entered into June 8, 2017, is a revolving credit line for up to €8.5 million in availability and bears interest at a fixed rate of 2.25% (until further notice) for any loan drawn under the overdraft facility at rates to be agreed on a case-by-case basis for any other loans.

Both facilities are secured by certain inventory held by mytheresa.com GmbH and certain contractual claims. The facilities are not guaranteed by, and are non-recourse to, us or any of our U.S. subsidiaries or affiliates. Each facility contains restrictive covenants prohibiting mytheresa.com GmbH from distributing or making available loan proceeds to any affiliates including us or any of our other subsidiaries and requiring mytheresa.com GmbH to maintain a minimum economic equity ratio. The agreements also contain usual and customary events of default, the occurrence of which may result in all outstanding amounts under the facility agreements becoming due and payable immediately. There is no scheduled amortization under either facility and neither facility has a specified maturity date. However, each lender may terminate its respective facility at any time provided that mytheresa.com GmbH is given a customary reasonable opportunity to secure alternative financing.

As of July 29, 2017, mytheresa.com GmbH had no outstanding borrowings, guarantees of $1.2 million, or €1.1 million, and unused commitments of $15.9 million, or €13.9 million.

Senior Secured Term Loan Facility.  At July 29, 2017, the outstanding balance under the Senior Secured Term Loan Facility was $2,839.6 million.  The principal amount of the loans outstanding is due and payable in full on October 25, 2020.

 Depending on our senior secured first lien net leverage ratio (as defined in the credit agreement governing the Senior Secured Term Loan Facility), we could be required to prepay outstanding term loans from a certain portion of our annual excess cash flow (as defined in the credit agreement governing the Senior Secured Term Loan Facility).  Required excess cash flow payments commence at 50% of our annual excess cash flow (which percentage will be reduced to (a) 25% if our senior secured first lien net leverage ratio (as defined in the credit agreement governing the Senior Secured Term Loan Facility) is equal to or less than 4.0 to 1.0 but greater than 3.5 to 1.0 and (b) 0% if our senior secured first lien net leverage ratio is equal to or less than 3.5 to 1.0).  We also must offer to prepay outstanding term loans at 100% of the principal amount to be prepaid, plus accrued and unpaid interest, with the proceeds of certain asset sales and debt issuances, subject to certain exceptions and reinvestment rights.

The interest rate on the outstanding borrowings pursuant to the Senior Secured Term Loan Facility was 4.47% at July 29, 2017.

See Note 8 of the Notes to Consolidated Financial Statements in Item 15, which contains a further description of the terms of the Senior Secured Term Loan Facility.

Cash Pay Notes.  We have outstanding $960.0 million aggregate principal amount of 8.00% Senior Cash Pay Notes. The Cash Pay Notes mature on October 15, 2021.

See Note 8 of the Notes to Consolidated Financial Statements in Item 15, which contains a further description of the terms of the Cash Pay Notes and Note 17 of the Notes to Consolidated Financial Statements in Item 15 for a description of certain subsidiaries that we have designated as "Unrestricted Subsidiaries" under the indenture governing the Cash Pay Notes.

PIK Toggle Notes.  We have outstanding $600.0 million aggregate principal amount of 8.75%/9.50% Senior PIK Toggle Notes. The PIK Toggle Notes mature on October 15, 2021. Interest on the PIK Toggle Notes is payable semi-annually in arrears on each April 15 and October 15.  Interest on the PIK Toggle Notes, subject to certain restrictions, may be paid (i) entirely in cash, (ii) entirely by increasing the principal amount of the PIK Toggle Notes by the relevant interest payment amount, or (iii) 50% in Cash Interest and 50% in PIK Interest. Cash Interest on the PIK Toggle Notes accrues at a rate of 8.75% per annum.  PIK Interest on the PIK Toggle Notes accrues at a rate of 9.50% per annum. Interest on the PIK Toggle Notes was paid entirely in cash for the first seven interest payments. We elected to pay the October 2017 interest payment in the form of PIK Interest, which will result in the issuance of $28.5 million of additional PIK Toggle Notes in October 2017. We intend to elect to pay interest in the form of PIK Interest or partial PIK Interest on our semi-annual interest payment due in April 2018 and may additionally elect to do so with respect to the payment due in October 2018. If we elect PIK Interest or partial PIK

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Interest with respect to these interest payments, we must deliver a notice of such election to the trustee no later than one day prior to the beginning of the relevant semi-annual interest period. We will evaluate our financial position prior to each future interest period to determine the appropriate election at that time.

See Note 8 of the Notes to Consolidated Financial Statements in Item 15, which contains a further description of the terms of the PIK Toggle Notes and Note 17 of the Notes to Consolidated Financial Statements in Item 15 for a description of certain subsidiaries that we have designated as "Unrestricted Subsidiaries" under the indenture governing the PIK Toggle Notes.

2028 Debentures.  We have outstanding $125.0 million aggregate principal amount of 7.125% Senior Debentures. The 2028 Debentures mature on June 1, 2028.

See Note 8 of the Notes to Consolidated Financial Statements in Item 15, which contains a further description of the terms of the 2028 Debentures.

Interest Rate Swaps. At July 29, 2017, we had outstanding floating rate debt obligations of $3,102.6 million. In April and June of 2016, we entered into floating to fixed interest rate swap agreements for an aggregate notional amount of $1,400.0 million to limit our exposure to interest rate increases related to a portion of our floating rate indebtedness. These swap agreements hedge a portion of our contractual floating rate interest commitments related to our Senior Secured Term Loan Facility from December 2016 to October 2020. As a result of the April 2016 swap agreements, our effective interest rate as to $700.0 million of floating rate indebtedness will be fixed at 4.9120% from December 2016 through October 2020. As a result of the June 2016 swap agreements, our effective interest rate as to an additional $700.0 million of floating rate indebtedness will be fixed at 4.7395% from December 2016 to October 2020. The interest rate swap agreements expire in October 2020.

Contractual Obligations and Commitments

The following table summarizes our estimated significant contractual cash obligations at July 29, 2017:

	Payments Due by Period
(in millions)	Total		Fiscal Year 2018		Fiscal Years 2019-2020		Fiscal Years 2021-2022		Fiscal Year 2023 and Beyond
Contractual obligations:
Asset-Based Revolving Credit Facility	$	263.0	$	—	$	—	$	263.0	$	—
Senior Secured Term Loan Facility (1)	2,839.6		29.4		58.8		2,751.4		—
mytheresa.com Credit Facilities (2)	—		—		—		—		—
Cash Pay Notes	960.0		—		—		960.0		—
PIK Toggle Notes	600.0		—		—		600.0		—
2028 Debentures	125.0		—		—		—		125.0
Interest requirements (3)	1,137.5		285.1		577.1		223.4		51.9
Lease obligations	2,054.8		86.5		159.9		139.6		1,668.8
Minimum pension funding obligation (4)	240.5		25.1		60.2		54.2		101.0
Other long-term liabilities (5)	76.2		7.8		15.2		15.5		37.7
Inventory purchase and construction commitments (6)	1,370.1		1,354.1		16.0		—		—
	$	9,666.7	$	1,788.0	$	887.2	$	5,007.1	$	1,984.4

(1) The above table does not reflect future excess cash flow prepayments, if any, that may be required under the Senior Secured Term Loan Facility.

(2) At July 29, 2017, there were no outstanding borrowings under the mytheresa.com Credit Facilities.

(3) The cash obligations for interest requirements assume (a) interest requirements on our fixed-rate debt obligations at their contractual rates, with interest paid in PIK interest for the October 2017 payment and the remaining interest paid entirely in cash with respect to the PIK Toggle Notes, (b) interest requirements on floating rate debt obligations not subject to interest rate swaps at rates in effect at July 29, 2017 and (c) interest requirements on floating rate debt obligations subject to interest rate swaps at the fixed rates provided through the swap agreements.   Borrowings pursuant to the Senior Secured Term Loan Facility bear interest at floating rates, primarily based on LIBOR, but in no

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event less than a floor rate of 1.00%, plus applicable margins. A 1% increase in the rates relating to the portion of our floating rate debt obligations that is not hedged would increase annual interest requirements by approximately $17 million during fiscal year 2018.

(4) At July 29, 2017 (the most recent measurement date), our actuarially calculated projected benefit obligation for our Pension Plan was $620.9 million and the fair value of the assets was $380.2 million, resulting in a net liability of $240.7 million, which is included in other long-term liabilities at July 29, 2017.  Our policy is to fund our Pension Plan at or above the minimum amount required by law.  We made contributions of $10.7 million to the Pension Plan in fiscal year 2017 and no contributions during fiscal year 2016.  As of July 29, 2017, we believe we will be required to contribute $25.1 million to the Pension Plan in fiscal year 2018. The amounts and timing of our contributions to our Pension Plan are subject to a number of uncertainties, including interest rate fluctuations and the investment performance of the assets held by the Pension Plan. We do not believe these uncertainties will have a material impact on our future liquidity. See Note 11 of the Notes to Consolidated Financial Statements in Item 15, which contains a further description of our Pension Plan.

(5) Included in other long-term liabilities at July 29, 2017 are our liabilities for our SERP and Postretirement Plans aggregating $111.9 million.  Our scheduled obligations with respect to our SERP Plan and Postretirement Plan liabilities consist of expected benefit payments through 2027, as currently estimated using information provided by our actuaries.  In addition, other long-term liabilities at July 29, 2017 included our liabilities related to (i) uncertain tax positions (including related accruals for interest and penalties) of $2.6 million and (ii) other obligations aggregating $44.2 million, primarily for employee benefits and accrued interest related to our PIK Toggle Notes.  Future cash obligations related to these liabilities are not currently estimable.

(6) Construction commitments relate primarily to obligations pursuant to contracts for the construction of new stores and the remodels of existing stores expected as of July 29, 2017.  These amounts represent the gross construction costs and exclude developer contributions of approximately $54.5 million, which we expect to receive pursuant to the terms of the construction contracts. 

In the normal course of our business, we issue purchase orders to vendors/suppliers for merchandise.  Our purchase orders are not unconditional commitments but, rather represent executory contracts requiring performance by the vendors/suppliers, including the delivery of the merchandise prior to a specified cancellation date and the compliance with product specifications, quality standards and other requirements.  In the event of the vendor’s failure to meet the agreed upon terms and conditions, we may cancel the order.

The following table summarizes the expiration of our other significant commercial commitments outstanding at July 29, 2017:

	Amount of Commitment by Expiration Period
(in millions)	Total		Fiscal Year 2018		Fiscal Years 2019-2020		Fiscal Years 2021-2022		Fiscal Years 2023 and Beyond
Other commercial commitments:
Asset-Based Revolving Credit Facility (1)	$	900.0	$	—	$	—	$	900.0	$	—
mytheresa.com Credit Facilities	17.1		—		—		—		17.1
Surety bonds	3.4		3.2		0.2		—		—
	$	920.5	$	3.2	$	0.2	$	900.0	$	17.1

(1) As of July 29, 2017, we had outstanding borrowings of $263.0 million under the Asset-Based Revolving Credit Facility, outstanding letters of credit of $1.8 million and unused commitments of $635.3 million, subject to a borrowing base, of which $90.0 million of such capacity is available to us subject to certain restrictions as more fully described in Note 8 of the Notes to Consolidated Financial Statements in Item 15. Our working capital requirements are greatest in the first and second fiscal quarters as a result of higher seasonal requirements.  See “—Financing Structure at July 29, 2017—Asset-Based Revolving Credit Facility” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality.”

In addition to the items presented above, our other principal commercial commitments are comprised of common area maintenance costs, tax and insurance obligations and contingent rent payments.

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Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements, other than operating leases entered into in the normal course of business, during fiscal year 2017. See Note 12 of the Notes to Consolidated Financial Statements in Item 15 for more information about our operating leases. 

Critical Accounting Policies

Our accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements in Item 15 of this Annual Report.  As disclosed in Note 1 of the Notes to Consolidated Financial Statements, the preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions about future events.  These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the accompanying Consolidated Financial Statements appearing elsewhere in this Annual Report on Form 10-K.  Our current estimates are subject to change if different assumptions as to the outcome of future events were made.  We evaluate our estimates and assumptions on an ongoing basis and predicate those estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances.  We make adjustments to our estimates and assumptions when facts and circumstances dictate.  Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements.

We believe the following critical accounting policies encompass the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

Revenues.  Revenues include sales of merchandise and services and delivery and processing revenues related to merchandise sold. Revenues are recognized at the later of the point of sale or the delivery of goods to the customer. Revenues associated with gift cards are recognized at the time of redemption by the customer. Revenues exclude sales taxes collected from our customers.

Delivery and processing revenues were $58.7 million in fiscal year 2017, $50.6 million in fiscal year 2016 and $50.1 million in fiscal year 2015.

Revenues are reduced when customers return goods previously purchased. We maintain reserves for anticipated sales returns primarily based on our historical trends related to returns by our customers. Our reserves for anticipated sales returns were $47.0 million at July 29, 2017 and $45.3 million at July 30, 2016. As the vast majority of merchandise returns are made in less than 30 days after the sales transaction, we believe the risk that actual returns differ from our estimates is minimal and would not have a material impact on our Consolidated Financial Statements.

Fair Value Measurements.Certain of our assets and liabilities are required to be measured at fair value on a recurring basis. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.  Assets and liabilities are classified using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

• Level 1 — Unadjusted quoted prices for identical instruments traded in active markets.

• Level 2 — Observable market-based inputs or unobservable inputs corroborated by market data.

• Level 3 — Unobservable inputs reflecting management’s estimates and assumptions.

Merchandise Inventories and Cost of Goods Sold.  We utilize the retail inventory method of accounting. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are determined by applying a calculated cost-to-retail ratio, for various groupings of similar items, to the retail value of our inventories. The cost of the inventory reflected in the Consolidated Financial Statements is decreased by charges to cost of goods sold at average cost and the retail value of the inventory is lowered through the use of markdowns. Earnings are negatively impacted when merchandise is marked down. As we adjust the retail value of our inventories through the use of markdowns to reflect market conditions, our merchandise inventories are stated at the lower of cost or market.

The areas requiring significant management judgment related to the valuation of our inventories include (i) setting the original retail value for the merchandise held for sale, (ii) recognizing merchandise for which the customer’s perception of value has declined and appropriately marking the retail value of the merchandise down to the perceived value and

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(iii) estimating the shrinkage that has occurred between physical inventory counts. These judgments and estimates, coupled with the averaging processes within the retail method, can, under certain circumstances, produce varying financial results. Factors that can lead to different financial results include (i) determination of original retail values for merchandise held for sale, (ii) identification of declines in perceived value of inventories and processing the appropriate retail value markdowns and (iii) overly optimistic or conservative estimation of shrinkage. In prior years, we have not made material changes to our estimates of shrinkage or markdown requirements on inventories held as of the end of our fiscal years. We do not believe that changes in the assumptions and estimates, if any, used in the valuation of our inventories at July 29, 2017 will have a material effect on our future operating performance.

Consistent with industry business practice, we receive allowances from certain of our vendors in support of the merchandise we purchase for resale. Certain allowances are received to reimburse us for markdowns taken or to support the gross margins that we earn in connection with the sales of the vendor’s merchandise. These allowances result in an increase to gross margin when we earn the allowances and they are approved by the vendor. Other allowances we receive represent reductions to the amounts we pay to acquire the merchandise. These allowances reduce the cost of the acquired merchandise and are recognized at the time the goods are sold. The amounts of vendor allowances we receive fluctuate based partially on the level of markdowns taken and did not have a significant impact on the year-over-year change in gross margin during fiscal years 2017, 2016 or 2015. We received vendor allowances of $83.6 million, or 1.8% of revenues, in fiscal year 2017, $100.8 million, or 2.0% of revenues, in fiscal year 2016 and $94.8 million, or 1.9% of revenues, in fiscal year 2015.

Cost of goods sold also includes delivery charges we pay to third party carriers and other costs related to the fulfillment of customer orders not delivered at the point-of-sale.

Long-lived Assets.  Property and equipment are stated at cost less accumulated depreciation. In connection with the Acquisition, the cost basis of the acquired property and equipment was adjusted to its estimated fair value. For financial reporting purposes, we compute depreciation principally using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over five to 30 years while fixtures and equipment are depreciated over three to 15 years. Leasehold improvements are amortized over the shorter of the asset life or the lease term (which may include renewal periods when exercise of the renewal option is at our discretion and exercise of the renewal option is considered reasonably assured). Costs incurred for the development of internal computer software are capitalized and amortized using the straight-line method over three to ten years.

We assess the recoverability of the carrying values of our store assets, consisting of property and equipment, customer lists and favorable lease commitments, annually and upon the occurrence of certain events. The recoverability assessment with respect to our long-lived assets is performed at the store level. This assessment is based upon the comparison of the undiscounted cash flows anticipated to be generated from the store to the net carrying value of the store assets. To the extent the undiscounted store-level cash flows are not sufficient to recover the net carrying value of the store assets, the assets are impaired and written down to their estimated fair value based upon discounted future cash flows. Based upon the review of our store-level assets, we identified certain property and equipment, other definite-lived intangible assets and favorable lease commitments to be impaired by $4.8 million in fiscal year 2017 and $38.1 million in fiscal year 2016.

The recoverability assessment related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. We base these estimates upon our past and expected future performance. We believe our estimates are appropriate in light of current and future market conditions and the best information available at the assessment date. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections.

Indefinite-lived Intangible Assets and Goodwill.  Indefinite-lived intangible assets, such as our Neiman Marcus, Bergdorf Goodman and MyTheresa tradenames and goodwill, are not subject to amortization. Rather, we assess the recoverability of indefinite-lived intangible assets and goodwill in the fourth quarter of each fiscal year and upon the occurrence of certain events.

The recoverability assessment with respect to each of the tradenames used in our operations requires us to estimate the fair value of the asset as of the assessment date.  Such determination is made using discounted cash flow techniques (Level 3 determination of fair value).  Significant inputs to the valuation model include:

• future revenue and profitability projections associated with the tradename;

• estimated market royalty rates that could be derived from the licensing of our tradenames to third parties in order to establish the cash flows accruing to the benefit of the Company as a result of our ownership of our tradenames; and

55

• rate used to discount the estimated royalty cash flow projections to their present value (or estimated fair value).

If the recorded carrying value of the tradename exceeds its estimated fair value, an impairment charge is recorded to write the tradename down to its estimated fair value. We currently estimate that the fair value of our tradenames decreases by approximately $289 million for each 0.5% decrease in market royalty rates and by approximately $58 million for each 0.25% increase in the weighted average cost of capital. Based upon the review of our tradenames, we determined certain of our tradenames were impaired and recorded impairment charges aggregating $309.7 million in fiscal year 2017 and $228.9 million in fiscal year 2016.

Pursuant to current accounting guidance related to the testing of goodwill for impairment adopted in the fourth quarter of fiscal year 2017, the assessment of the recoverability of the goodwill associated with our Neiman Marcus, Bergdorf Goodman and MyTheresa reporting units involves the comparison of the estimated enterprise fair value of each of our reporting units to its recorded carrying value.  We estimate the enterprise fair value based on discounted cash flow techniques (Level 3 determination of fair value).  Significant inputs to the valuation model include:

• estimated future cash flows;

• growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates; and

• rate, based on our estimated weighted average cost of capital, used to discount our estimated future cash flow projections to their present value (or estimated fair value).

If the recorded carrying value of a reporting unit exceeds its estimated enterprise fair value, an impairment charge is recorded to goodwill for the amount by which the carrying amount exceeds the reporting unit's fair value. We currently estimate that a 5% decrease in the estimated fair value of the enterprise value of each of our reporting units as compared to the values used in the preparation of these financial statements would increase the impairment charge related to goodwill by approximately $275 million. In addition, we currently estimate that the fair value of our goodwill decreases by approximately $207 million for each 0.25% increase in the discount rate used to estimate fair value. Based upon the review of our recorded goodwill balances, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $196.2 million in fiscal year 2017.

Prior to the adoption of the new accounting guidance, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process. Based on this process, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $199.2 million in fiscal year 2016.

The impairment testing process related to our indefinite-lived intangible assets is subject to inherent uncertainties and subjectivity.  The use of different assumptions, estimates or judgments with respect to the estimation of the projected future cash flows and the determination of the discount rate used to reduce such projected future cash flows to their net present value could materially increase or decrease any related impairment charge.  We believe our estimates are appropriate based upon current and future market conditions and the best information available at the assessment date.  However, future impairment charges could be required if we do not achieve our current cash flow, revenue and profitability projections, market royalty rates decrease or the weighted average cost of capital increases.

Benefit Plans.  We sponsor a defined benefit pension plan ("Pension Plan"), an unfunded supplemental executive retirement plan ("SERP Plan") which provides certain employees additional pension benefits and a postretirement plan providing eligible employees limited postretirement health care benefits ("Postretirement Plan"). In calculating our obligations and related expense, we make various assumptions and estimates, after consulting with outside actuaries and advisors. The annual determination of expense involves calculating the estimated total benefits ultimately payable to plan participants. We utilize a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. The Pension Plan, SERP Plan and Postretirement Plan are valued as of the end of each fiscal year. As of the third quarter of fiscal year 2010, benefits offered to all employees under our Pension Plan and SERP Plan were frozen.

 Significant assumptions related to the calculation of our obligations include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by the Pension

56

Plan and the health care cost trend rate for the Postretirement Plan. We review these assumptions annually based upon currently available information, including information provided by our actuaries.

Significant assumptions utilized in the calculation of our projected benefit obligations as of July 29, 2017 and future expense requirements for our Pension Plan, SERP Plan and Postretirement Plan, and sensitivity analysis related to changes in these assumptions, are as follows:

					Using Sensitivity Rate
	Actual Rate		Sensitivity Rate Increase/(Decrease)		(Decrease)/ Increase in Liability (in millions)			Increase in Expense (in millions)
Pension Plan:
Discount rate	3.80	%	0.25	%	$	(18.5	)	$	0.2
Expected long-term rate of return on plan assets	5.50	%	(0.50	)%	N/A			$	1.9
SERP Plan:
Discount rate	3.69	%	0.25	%	$	(2.8	)	$	0.1
Postretirement Plan:
Discount rate	3.71	%	0.25	%	$	(0.2	)	$	—
Ultimate health care cost trend rate	5.00	%	1.00	%	$	0.8		$	—

Stock Compensation.  At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock.  Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Board of Directors of Parent (the "Parent Board") or the Compensation Committee, as applicable, at the time option grants are awarded.  The estimate of the fair market value of Parent's common stock utilizes both discounted cash flow techniques and the review of market data and involves assumptions regarding a number of complex and subjective variables. Significant inputs to the common stock valuation model include:

• future revenue, cash flow and/or profitability projections;

• growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates;

• rates, based on our estimated weighted average cost of capital, used to discount the estimated cash flow projections to their present value (or estimated fair value);

• recent transactions and valuation multiples for publicly held companies deemed similar to Parent;

• economic conditions and other factors deemed material to the valuation process; and

• valuations of Parent performed by third parties.

Newly Adopted and Recent Accounting Pronouncements

For information with respect to newly adopted and recent accounting pronouncements and the impact of these pronouncements on our Consolidated Financial Statements, see Note 1 of the Notes to Consolidated Financial Statements in Item 15.     

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, which include significant deterioration of the U.S. and foreign markets, changes in U.S. interest rates, foreign currency exchange rates, including the devaluation of the U.S. dollar, and the effects of economic uncertainty that may affect the prices we pay our vendors in the foreign countries in which we do business. We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk

The market risk inherent in our financial instruments represents the potential loss arising from adverse changes in interest rates. We do not enter into derivative financial instruments for trading purposes. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities. We are exposed to interest rate risk through our borrowing activities, which are described in Note 8 of the Notes to Consolidated Financial Statements.

57

At July 29, 2017, we had outstanding floating rate debt obligations of $3,102.6 million consisting primarily of outstanding borrowings under our Senior Secured Term Loan Facility. Borrowings pursuant to the Senior Secured Term Loan Facility bear interest at floating rates, primarily based on LIBOR, but in no event less than a floor rate of 1.00%, plus applicable margins. The interest rate on the outstanding borrowings pursuant to the Senior Secured Term Loan Facility was 4.47% at July 29, 2017. A further description of the terms of the Senior Secured Term Loan Facility is set forth in Note 8 of the Notes to Consolidated Financial Statements.

In April and June of 2016, we entered into floating to fixed interest rate swap agreements for an aggregate notional amount of $1,400.0 million to limit our exposure to interest rate increases related to a portion of our floating rate indebtedness. These swap agreements hedge a portion of our contractual floating rate interest commitments related to our Senior Secured Term Loan Facility from December 2016 to October 2020. As a result of the April 2016 swap agreements, our effective interest rate as to $700.0 million of floating rate indebtedness will be fixed at 4.9120% from December 2016 through October 2020. As a result of the June 2016 swap agreements, our effective interest rate as to an additional $700.0 million of floating rate indebtedness will be fixed at 4.7395% from December 2016 to October 2020. We estimate that a 1% increase in the rates relating to the portion of our floating rate debt obligations that is not hedged would increase annual interest requirements by approximately $17 million during fiscal year 2018.

Foreign Currency Risk

We purchase a substantial portion of our inventory from foreign suppliers whose costs are affected by the fluctuation of their local currency against the U.S. dollar or who price their merchandise in currencies other than the U.S. dollar. While fluctuations in the Euro-U.S. dollar exchange rate can affect us most significantly, we source merchandise from numerous countries and thus are affected by changes in numerous other currencies and, generally, by fluctuations in the value of the U.S. dollar relative to such currencies. Beginning in fiscal year 2015, the U.S. dollar began to strengthen against the Euro and other international currencies. We believe a strengthening U.S. dollar may (i) create disincentives to, or changes in the pattern, practice or frequency of, travel to and spending by foreign tourists in the regions in which we operate our retail stores and (ii) impact U.S. consumers’ willingness or ability to travel abroad and purchase merchandise we offer for sale at lower prices from foreign retailers. In addition, we believe a strengthening of the U.S. dollar relative to foreign currencies, most notably the Euro and British pound, may impact the retail prices of merchandise offered for sale and/or our cost of goods sold. Any of these effects could cause our revenues or product margins to decrease.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following Consolidated Financial Statements of the Company and supplementary data are included as pages F-1 through F-55 at the end of this Annual Report on Form 10-K:

Index	Page Number
Management’s Report on Internal Control Over Financial Reporting	F-2
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Comprehensive Loss	F-6
Consolidated Statements of Cash Flows	F-7
Consolidated Statements of Member Equity	F-8
Notes to Consolidated Financial Statements	F-9

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A.  CONTROLS AND PROCEDURES

a. Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation as of July 29, 2017, under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, as well as other key members of our management, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act).  Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, accumulated, processed, summarized, reported and communicated on a timely basis and within the time periods specified in the Securities and Exchange Commission’s rules and forms.

b. Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f).  Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of July 29, 2017.  During its assessment, management did not identify any material weaknesses in our internal control over financial reporting. 

c. Changes in Internal Control Over Financial Reporting

In the first quarter of fiscal year 2017, we launched implementation of an integrated merchandising and distribution system, NMG One. This implementation was not in response to an identified control deficiency or weakness. The implementation was significant in scale and complexity and has resulted in changes to our business processes, primarily related to the procurement, processing, distribution and valuation of our merchandising inventories. In connection with the implementation, management is in the process of updating the design and documentation of internal control processes and procedures to align our internal controls with our new business processes and the capabilities of the new system. In response to certain issues that we experienced in fiscal year 2017 related to the implementation, and discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Investments and Strategic Initiatives," management also applied, and expects to continue to apply, certain supplemental and manual controls and processes to provide adequate control over financial reporting during the period of transition from our legacy system to the new NMG One system. Management will continue to monitor and evaluate the effectiveness of these controls and processes and consider the need for additional measures that may be required to address deficiencies related to the implementation.

Other than as described above, there have been no changes in our internal controls over financial reporting during the quarter ended July 29, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B.     OTHER INFORMATION

None.

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PART III

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information regarding the Company’s executive officers and members of the Parent Board as of the date of this filing:

Name	Age	Position with Company
Karen W. Katz	60	Director, President and Chief Executive Officer
James J. Gold	53	President, Chief Merchandising Officer
John E. Koryl	47	President, Neiman Marcus Stores and Online
Carrie M. Tharp	37	Senior Vice President and Chief Marketing Officer
Sarah W. Miller	48	Senior Vice President and Chief Information Officer
Tracy M. Preston	51	Senior Vice President, General Counsel and Corporate Secretary
T. Dale Stapleton	59	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer
Joseph N. Weber	50	Senior Vice President, Chief Human Resources Officer
David B. Kaplan	50	Chairman of the Board
Nora A. Aufreiter	57	Director
Norman H. Axelrod	65	Director
Philippe E. Bourguignon	69	Director
Adam B. Brotman	48	Director
Graeme M. Eadie	64	Director
Dennis T. Gies	38	Director
Scott T. Nishi	42	Director

Executive Officers

Karen W. Katz.  Ms. Katz has served as our Director, President and Chief Executive Officer since October 6, 2010. She served as Executive Vice President and as a member of the Office of the Chairman from October 2007 until October 2010. From December 2002 to October 2010, she served as President and Chief Executive Officer of Neiman Marcus Stores. Ms. Katz is a member of the board of directors of Under Armour, Inc., a performance footwear, apparel and equipment company, and formerly served on the board of directors of Pier 1 Imports, Inc., a home decor and furniture retailer. Since joining us in 1985, Ms. Katz has been in charge of a variety of our business units and has demonstrated strong and consistent leadership. She has an extensive understanding of our customers and the retail industry that enables her to promote a unified direction for both the Parent Board and management.

James J. Gold.  In April 2014, Mr. Gold was elected President, Chief Merchandising Officer with responsibility for leading our merchandising and planning organization for Neiman Marcus Stores and Online. His prior service includes President and Chief Executive Officer of Specialty Retail from October 2010 to April 2014 and from May 2004 to October 2010, President and Chief Executive Officer of Bergdorf Goodman. Mr. Gold served as Senior Vice President, General Merchandise Manager of Neiman Marcus Stores from December 2002 to May 2004, as Division Merchandise Manager from June 2000 to December 2002, and as Vice President of the Neiman Marcus Last Call Clearance Division from March 1997 to June 2000.

John E. Koryl.  Mr. Koryl was elected President, Neiman Marcus Stores and Online in April 2014 responsible for store operations and sales, e‑commerce domestic and international operations and sales, site merchandising, site optimization and customer care. From June 2011 to April 2014, he served as President of Neiman Marcus Direct. From August 2009 until June 2011, he held the position of Senior Vice President, eCommerce Marketing & Analytics at Williams‑Sonoma, Inc., a premier specialty retailer of home furnishings. From September 2006 until August 2009, he was Senior Director, Marketing Solutions with eBay, Inc., an online auction and shopping website, and held various other managerial positions with eBay, Inc. since June 2005. Mr. Koryl is also currently a director of Guitar Center Holdings, Inc., a musical instruments retailer, and has previously served on the board of Petco Animal Supplies, Inc., a leading pet specialty retailer.

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Carrie M. Tharp.  Ms. Tharp joined us in October 2016 as Senior Vice President and Chief Marketing Officer. From June 2013 to September 2016, she served as Senior Vice President, Chief Marketing Officer and Head of E-Commerce at Fossil Group, Inc., a design, marketing and distribution company. Prior to joining Fossil Group, she served as Vice President of Global Strategy and Customer Insights with Travelocity, a leading online travel company, from April 2012 to June 2013 and Vice President of Strategy and Chief of Staff with Dean Foods Company, a publicly traded food and beverage company, from March 2009 to March 2012. She held previous roles with Bain and Company and TXU Energy Retail.

Sarah W. Miller. Ms. Miller has served as Senior Vice President and Chief Information Officer since September 2016. From July 2013 to September 2016, she served as our Vice President of Enterprise Applications. From 2007 until joining us in July 2013, she served in various roles of increasing responsibility for information technology at Lowe’s Companies, Inc., a home improvement retailer, most recently as Director of IT Operational Excellence and Business Intelligence. Prior to Lowe’s Companies, she was the Chief Information Officer for Nash Finch Company, a food distribution company. She began her career with IBM.

Tracy M. Preston.  Ms. Preston joined us as Senior Vice President and General Counsel on February 18, 2013. She was appointed Corporate Secretary in January 2016. From January 2002 until February 2013, she held various positions, including Chief Compliance Officer and Chief Counsel for global supply chain, global human resources and litigation, at Levi Strauss & Co., a brand‑name apparel company. Previously she was a partner with the law firm of Orrick, Herrington & Sutcliffe LLP.

T. Dale Stapleton.  In September 2010, Mr. Stapleton was elected Senior Vice President and Chief Accounting Officer, and he has served as our Interim Chief Financial Officer since June 30, 2017. From August 2001 to September 2010, he served as Vice President and Controller. Mr. Stapleton served as Vice President and Controller at CompUSA Inc. from 1999 to 2000.

Joseph N. Weber.  Mr. Weber joined us on September 4, 2012 as Senior Vice President, Chief Human Resources Officer. Prior to joining us, he held various positions at Bank of America Corporation since 2006, most recently Head, Human Resources Europe, Middle East, Africa, Latin America and Canada. Previously he was with Dell, Inc., a technology products and services company, from 2000 until 2006 and General Electric Company, a global industrial company, from 1995 until 2000.

Directors

Information pertaining to Ms. Katz may be found above in the section entitled “—Executive Officers.”

David B. Kaplan. Mr. Kaplan is Chairman of the Parent Board and has served as a member of the Parent Board since October 2013. Mr. Kaplan is a Co‑Founder of Ares Management, L.P. ("Ares Management"), which is affiliated with some of our Sponsors, and a Director and Partner of Ares Management GP LLC, Ares Management’s general partner. He is a Partner of Ares Management, Co‑Head of its Private Equity Group and a member of its Management Committee. He additionally serves on several of the investment committees for the funds managed by the Ares Private Equity Group. Mr. Kaplan joined Ares Management in 2003 from Shelter Capital Partners, LLC, a private equity firm, where he was a Senior Principal from June 2000 to April 2003. From 1991 through 2000, Mr. Kaplan was affiliated with, and a Senior Partner of, Apollo Management, L.P., a global alternative investment manager, and its affiliates, during which time he completed multiple private equity investments from origination through exit. Prior to Apollo Management, L.P., Mr. Kaplan was a member of the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corp., an investment banking and securities firm. Mr. Kaplan currently serves as Chairman of the board of directors of Smart & Final Stores, Inc., a value-oriented food and everyday staples retailer, and as a member of the boards of directors of ATD Corporation, a replacement tire distributor, and the parent entities of 99 Cents Only Stores LLC, a deep‑discount retailer, Floor and Decor Outlets of America, Inc., a specialty retailer of hard surface flooring and related accessories, and Guitar Center, Inc., a musical instruments retailer. Mr. Kaplan’s previous public company board of directors experience includes Maidenform Brands, Inc., an intimate apparel retailer, where he served as the company’s Chairman, GNC Holdings, Inc., a specialty retailer of health and wellness products, Dominick’s Supermarkets, Inc., a grocery store retailer, Stream Global Services, Inc., a business process outsourcing provider, Orchard Supply Hardware Stores Corporation, a home improvement retailer, and Allied Waste Industries Inc., a waste services company. Mr. Kaplan also serves on the board of directors of Cedars‑Sinai Medical Center and serves on the President’s Advisory Group of the University of Michigan. Mr. Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan, School of Business Administration with a B.B.A. concentrating in Finance. Mr. Kaplan’s over 25 years of experience managing investments in, and serving on the boards of directors of, companies operating in various industries led to the conclusion that he should serve as a member of the Parent Board.

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Nora A. Aufreiter. Ms. Aufreiter has served as a member of the Parent Board since January 2014. She is a Director Emeritus of McKinsey and Company, a global management consulting firm, retiring in June 2014 after more than 27 years with McKinsey, most recently as a director and senior partner. During her years at McKinsey, she worked with major retailers, financial institutions and other consumer‑facing companies in the U.S., Canada and internationally. Over the course of her career she led the North American Retail practice, the Toronto office, as well as McKinsey’s Consumer Digital, Omni Channel and Branding service lines. Ms. Aufreiter also serves on the boards of directors of The Kroger Company, one of the world’s largest supermarket operators, the Bank of Nova Scotia, Canada’s most international bank with operations in over 55 countries and Cadillac Fairview, one of North America's largest owners, operators and developers of commercial real estate. She is also a director of several non-profit organizations including St. Michael's Hospital in Toronto, the Canadian Opera Company and the Dean's advisory board of Western University in London, Ontario Ms. Aufreiter began her career at Bank of America as a corporate finance officer. She has an M.B.A. from the Harvard Business School and a H.B.A. from The University of Western Ontario’s Ivey School of Business. Ms. Aufreiter’s digital, omni channel, branding and retail experience greatly enhances the Parent Board's effectiveness.

Norman H. Axelrod. Mr. Axelrod has served as a member of the Parent Board since October 2013. Beginning in 1988, Mr. Axelrod served as Chief Executive Officer and a member of the board of directors of Linens ‘n Things, Inc., a retailer of home textiles, housewares and decorative home accessories, was appointed as Chairman of its board of directors in 1997, and served in such capacities until its acquisition in February 2006. Mr. Axelrod is also the Chairman of the board of directors of the parent entity of Floor and Decor Outlets of America, Inc., a specialty retailer of hard surface flooring and related accessories, and serves on the boards of directors of the parent entities of Smart & Final Stores Inc., a value-oriented food and everyday staples retailer, 99 Cents Only Stores LLC, a deep-discount retailer, and Guitar Center, Inc., a musical instruments retailer. Mr. Axelrod has also previously served as the Chairman of the boards of directors of GNC Holdings, Inc., a specialty retailer of health and wellness products, National Bedding Company LLC, a mattress and bedding product manufacturer, and Simmons Company, a mattress and bedding product manufacturer, and as a member of the boards of directors of Reebok International Ltd., a leading worldwide designer and marketer of sports, fitness and casual footwear, apparel and equipment, and Maidenform Brands, Inc., an intimate apparel retailer. Mr. Axelrod has provided consulting services to certain Ares entities. Mr. Axelrod received a B.S. in Management and Marketing from Lehigh University and an M.B.A. from New York University. Mr. Axelrod’s vast experience in the retail industry led to the conclusion that he should serve as a member of the Parent Board.

Philippe E. Bourguignon. Mr. Bourguignon has served as a member of the Parent Board since April 2014. He serves as Vice Chairman of Revolution Places LLC, a travel and tourism company that promotes a healthy lifestyle, and served as CEO of Exclusive Resorts, a premier travel and lifestyle club, until May 2015, at which point he was appointed Executive Co‑Chairman. He also acts as Chairman of Miraval Resort, an acclaimed resort located in northern Tucson, Arizona. Prior to joining Revolution Places, Mr. Bourguignon was co‑CEO of the Davos‑based World Economic Forum, an international institution committed to improving the state of the world through public‑private cooperation, in 2003 and 2004 and Chairman and CEO of Euro Disney, an operator of European theme parks and hotels. He served previously as chairman and CEO of Club Med, an operator of all‑inclusive resorts. Mr. Bourguignon began his career in tourism with the Accor group, one of the largest hotel groups in the world. During his 14‑year tenure with Accor, he served as vice president of Development for Asia/Middle East and executive vice president of North America before being promoted to president of Accor for the Asia/Pacific region. Mr. Bourguignon currently serves on the board of directors of VF Wine, Inc., a wine and spirit resource provider. He previously served as a member of the board of directors for Zipcar, a car‑sharing transportation provider, and eBay, an online marketplace provider. Mr. Bourguignon’s qualifications to serve on the Parent Board include his broad‑based knowledge of luxury brands, entrepreneurial spirit and keen sense of business acumen.

Adam B. Brotman. Mr. Brotman has served as a member of the Parent Board since April 2014. He is Executive Vice President of Global Retail Operations at Starbucks Coffee Company, a premier roaster and retailer of specialty coffee, where he serves as a key member of the Starbucks senior leadership team. Prior to joining Starbucks in April 2009, Mr. Brotman held several key leadership positions at leading digital media companies, and most recently was CEO of Barefoot Yoga Company, a consumer products e‑commerce company. He served as Senior Vice President at Corbis, a digital content and worldwide entertainment and licensing company, and founded PlayNetwork, Inc., a leading provider of in‑store digital media and entertainment services for businesses worldwide. Mr. Brotman holds a Bachelor of Arts degree from the University of California, Los Angeles, and a Juris Doctor from the University of Washington. He serves on several corporate and non‑profit boards including MOD Pizza and Brooks Running Shoes Company. He previously served on the board of directors of PlayNetwork, Inc. Mr. Brotman’s vast experience in today’s technology and social media is a great asset to our omni‑channel brand.

Graeme M. Eadie. Mr. Eadie was elected as a member of the Parent Board in May 2017. He is a Senior Managing Director and is chair of the Private Investments department's investment committee and Private Credit investment committee plus a member of the senior investment committee and the Investment Planning Committee of CPPIB. Previously, he was

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Senior Managing Director of the Real Assets department of CPPIB, which encompasses real estate (both debt and equity investments), infrastructure and agricultural investments. Prior to joining CPPIB in June 2005, Mr. Eadie held multiple roles including Chief Financial Officer, President and Chief Operating Officer of Cadillac Fairview, one of Canada's largest owners and developers of commercial real estate. Mr. Eadie has also held senior management positions with a number of entities in the retail and manufacturing areas and formerly was a Trustee of the Morguard Real Estate Investment Trust and a Director of the Ontario Realty Corporation. He serves as a director for Aliansce Shopping Centres and as a trustee for Choice Properties. Mr. Eadie holds B.Comm. and M.Sc. (Business Administration) degrees from the University of British Columbia. His experience as a private equity investor and extensive expertise in commercial real estate led to the conclusion that he should serve as a member of the Parent Board.

Dennis T. Gies. Mr. Gies has served as a member of the Parent Board since July 2016. He is a Partner in the Private Equity Group of Ares Management, which is affiliated with some of our Sponsors. Mr. Gies joined Ares Management in 2006 from UBS Investment Bank, where he participated in the execution of a variety of transactions, including leveraged buyouts, mergers and acquisitions, dividend recapitalizations and debt and equity financings. Mr. Gies currently serves on the boards of directors of Smart & Final Stores, Inc., a value-oriented food and everyday staples retailer, and the parent entities of 99 Cents Only Stores LLC, a deep-discount retailer, and Deva Holdings, Inc., a professional and prestige hair care brand. Mr. Gies also serves on the Board of Trustees of the Center for Early Education in Los Angeles, California. Mr. Gies graduated with an MS in Electrical Engineering from the University of California, Los Angeles and with a BS in Electrical Engineering from Virginia Tech. Mr. Gies’ financial expertise and his experience as a private equity investor evaluating and managing investments in companies across various industries led to the conclusion that he should serve as a member of the Parent Board.

Scott T. Nishi. Mr. Nishi has served as a member of the Parent Board since September 2013. He is a Senior Principal in the Direct Private Equity group of CPPIB Equity, which is affiliated with certain of our Sponsors. Mr. Nishi serves on the boards of directors of the parent entity of Petco Animal Supplies, a leading retailer of pet food and supplies, and the parent entity of 99 Cents Only Stores LLC, a deep-discount retailer. Mr. Nishi joined CPPIB Equity in 2007 from Oliver Wyman, a management consultancy where he advised consumer, healthcare and technology companies. Previously, Mr. Nishi was at Launchworks, a venture capital firm that invested in early stage technology companies. Mr. Nishi holds an MBA from the Richard Ivey School of Business at the University of Western Ontario and a B.Sc. from the University of British Columbia. Mr. Nishi’s financial expertise, as well as experience as a private equity investor evaluating and managing investments in companies across various industries, led to the conclusion that he should serve as a member of the Parent Board.

Board Composition and Terms

As of July 29, 2017, the Parent Board was composed of nine directors. Each director serves for annual terms until his or her successor is elected and qualified, or until such director’s earlier death, resignation or removal.

Pursuant to the terms of the Stockholders Agreement, dated October 25, 2013, by and among Parent, our Sponsors and the other security holders party thereto (the "Stockholders Agreement"), each of our Sponsors has the right to designate three members of the Parent Board and to jointly designate two independent members of the Parent Board, in each case for so long as they or their respective affiliates own at least 25% of the shares of Parent’s Class A Common Stock, par value $0.001 per share ("Class A Common Stock") that they owned as of the closing of the Acquisition. The Stockholders Agreement also provides for the election of the current chief executive officer of Parent to the Parent Board and, to the extent permitted by applicable laws and regulations and subject to certain exceptions, for equal representation on the boards of directors of our subsidiaries with respect to directors designated by our Sponsors and the appointment of at least one of the directors designated by each Sponsor to each committee of the Parent Board. For additional detail regarding the Stockholders Agreement, see “Certain Relationships and Related Transactions, and Director Independence—Stockholders Agreement.”

Committees of the Parent Board

The Parent Board has the authority to appoint committees and, subject to certain exceptions, to delegate to such committees the power and authority of the Parent Board to manage the business and affairs of Parent, and in turn, Holdings and the Company, and perform administrative functions. The Parent Board has established an Audit Committee and a Compensation Committee, and the composition and responsibilities of these standing committees are described below. Members will serve on these committees until their resignation or until otherwise determined by the Parent Board.    

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Audit Committee

The members of the Audit Committee are Messrs. Gies and Nishi. The Audit Committee assists the Parent Board in its oversight of (i) our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) any independent registered public accounting firm engaged by us and (iv) our internal audit function.

The Parent Board has not affirmatively determined whether any of the members of the Audit Committee meet the criteria set forth in the rules and regulations of the SEC for an “audit committee financial expert” because at the present time the Parent Board believes that the members of the Audit Committee are collectively capable of analyzing and evaluating our financial statements and understanding the internal controls and procedures for financial reporting.

Compensation Committee

The members of the Compensation Committee are Mr. Eadie and Mr. Kaplan, who serves as its Chairman. The Compensation Committee (i) oversees the discharge of the responsibilities of the Parent Board relating to compensation of our officers and other key employees, (ii) reviews and evaluates our overall compensation philosophy, (iii) oversees our equity-based incentive plans and other compensation and benefit plans and (iv) prepares the compensation committee report on executive compensation included in this report.

Code of Ethics

We have adopted a Code of Ethics and Conduct, which is applicable to all our directors, officers and employees. We have also adopted a Code of Ethics for Financial Professionals that applies to all professionals serving in a finance, accounting, treasury, tax or investor relations role throughout our organization, including the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer. Both the Code of Ethics and Conduct and the Code of Ethics for Financial Professionals may be accessed through our website at www.neimanmarcusgroup.com under the “Investor Information—Corporate Governance—Governance Documents” section.

Section 16(a) Beneficial Ownership Reporting Compliance

In light of our status as a privately held company, Section 16(a) of the Securities Exchange Act of 1934, as amended, does not apply to our directors, executive officers or significant owners of our equity securities.

ITEM 11.     EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide an understanding of our compensation philosophy, core principles and arrangements that are applicable to the named executive officers listed in the Summary Compensation Table.

The named executive officers for fiscal year 2017 (the "named executive officers") are:

• Karen W. Katz, who serves as President and Chief Executive Officer and a member of the Parent Board and is our principal executive officer;

• James J. Gold, who serves as President, Chief Merchandising Officer;

• John E. Koryl, who serves as President, Neiman Marcus Stores and Online;

• Carrie M. Tharp, who serves as Senior Vice President and Chief Marketing Officer;

• T. Dale Stapleton, who serves as Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer and our principal financial officer;

• Michael Fung, who served as Interim Executive Vice President, Chief Financial Officer and Chief Operating Officer pursuant to a temporary consulting agreement during fiscal year 2017;

• Donald T. Grimes, former Executive Vice President, Chief Operating Officer and Chief Financial Officer; and

• Joshua G. Schulman, former President of Bergdorf Goodman and NMG International.

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Compensation Philosophy and Objectives.  We have been in business for over a century and are one of the largest luxury, multi-branded, omni-channel fashion retailers in the world.  Our continued success depends on the skills of talented executives who are dedicated to achieving solid financial performance, providing outstanding service to our customers and managing our assets wisely.  Our compensation program – comprised of base salary, annual bonus, long-term incentives and benefits – is designed to meet the following objectives:

• Recruit and retain executives who possess exceptional ability, experience and vision to sustain and promote our preeminence in the marketplace.

• Motivate and reward the achievement of our short- and long-term goals and operating plans.

• Align the interests of our executives with the financial and strategic objectives of our stockholders.

• Provide total compensation opportunities that meet the expectations of a highly skilled executive team, are aligned and consistent with our underlying performance, and are competitive with the compensation practices and levels offered by companies with whom we compete for executive talent.

Individual Compensation Components

Base Salary. Base salary is intended to provide a base level of compensation commensurate with an executive’s job title, role, tenure and experience. We utilize base salary as a building block of our compensation program, establishing a salary range for particular positions based on survey data and job responsibilities. Being competitive in base salary is a minimum requirement to recruit and retain skilled executives. Specifically, base salary levels of the named executive officers are determined based on a combination of factors, including our compensation philosophy, market compensation data, competition for key executive talent, the named executive officer’s experience, leadership, achievement of specified business objectives, individual performance, our overall budget for merit increases and attainment of our financial goals. Salaries are generally reviewed shortly after the end of each fiscal year as part of our performance and compensation review process as well as at other times to recognize a promotion, change in job responsibilities or performance. Merit increases are usually awarded to the named executive officers in the same percentage range as all employees and are based on overall performance and competitive market data, except in those situations where individual performance and other factors justify awarding increases above or below this range. Merit increases typically range between two and eight percent.

In addition, Ms. Katz and Mr. Gold have employment agreements, and Mr. Grimes had an employment agreement, that set minimum salaries, more fully described under the heading “Employment and Other Compensation Agreements” below. Mr. Fung had a consulting agreement that set forth the terms of his service, more fully described under the heading "Employment and Other Compensation Agreements" below.

Annual Incentive Bonus. Annual bonus incentives tied to short-term objectives form the second building block of our compensation program and are designed to provide incentives to achieve certain financial goals of the Company. Financial goals, which are used to determine annual bonus incentives for all employees, emphasize profitability and asset management. The Compensation Committee believes that a significant portion of annual cash compensation for the named executive officers should be at risk and tied to our operational and financial results.

All currently-serving named executive officers are eligible for annual bonus incentives. Threshold, target and maximum annual performance incentives, stated as a percentage of base salary, are established for each of the named executive officers at the beginning of each fiscal year. The objectives set for our named executive officers are based primarily on our overall financial results. When an executive officer has responsibility for a particular business unit or division, the performance goals also include the operational performance of that unit or division. Actual awards earned by the named executive officers are determined based on an assessment of our overall performance and a review of each named executive officer’s contribution to our overall performance. Other components may also be considered from time to time at the discretion of the Compensation Committee.

The employment agreements of Ms. Katz and Mr. Gold contain, and Mr. Grimes's employment agreement contained, provisions regarding target levels and the payment of annual incentives and are more fully described under the heading “Employment and Other Compensation Agreements” below.

Long-term Incentives. Long-term incentives in the form of stock options and restricted stock awards are intended to promote sustained high performance and to align our executives’ interests with those of our equity investors. As stock options create value for the executives, and restricted stock awards have increased value for our executives, if the value of our

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Company increases, this creates a direct correlation between the interests of our executives and the interests of our equity investors.

Equity awards become effective on the date of grant, which typically coincides with the date of approval by the Compensation Committee or, if later, the date of a new hire or a promotion. We have no set practice as to when the Company makes equity grants, and we evaluate from time to time whether grants should be made.

The Parent Board made initial stock option grants on November 5, 2013 under the NM Mariposa Holdings, Inc. Management Equity Incentive Plan (the "Management Incentive Plan") to the named executive officers (other than Mr. Grimes, Ms. Tharp and Mr. Fung who had not yet joined us) and other senior officers. The initial stock option grants were made following the Acquisition to retain the senior management team and enable them to share in our growth along with our equity investors. The initial stock option grants were awarded at an exercise price of $1,000 per share and consisted of time-vested non-qualified stock options and performance-vested non-qualified stock options. The Compensation Committee granted time-vested non-qualified stock options and performance-vested non-qualified stock options to Ms. Tharp on October 27, 2016 in connection with her hiring and to Mr. Fung on February 6, 2017 in connection with his consulting engagement, in each case at an exercise price of $1,000 per share. Each grant of non-qualified stock options consists of options to purchase an equal number of shares of Class A Common Stock and Parent's Class B Common Stock, par value $0.001 per share ("Class B Common Stock" and together with Class A Common Stock, "Parent common stock"). On each of the first five anniversaries of the date of the grant, 20% of the time-vested non-qualified stock options vest and become exercisable, resulting in such stock options becoming fully vested and exercisable on the fifth anniversary date of the grant. The performance-vested non-qualified stock options vest on the achievement of certain performance hurdles. The stock options expire on the tenth anniversary date of the grant.

In October 2016, the Compensation Committee granted restricted shares of Parent common stock to each of the named executive officers (other than Mr. Fung, who had not joined us at that time). As used herein, a "restricted share" refers to one share of Class A Common Stock and one share of Class B Common Stock together. These restricted shares vest, subject to continued employment, in equal annual installments with the first vesting date on December 1, 2017. Restricted shares held by Ms. Katz, and Messrs. Gold and Koryl vest in four annual installments and restricted shares held by Ms. Tharp and Mr. Stapleton vest in three annual installments. During a limited period after each vesting date and subject to other limitations, each recipient will have the ability to require Parent to repurchase his or her vested shares for a purchase price equal to the fair market value of Parent common stock. The restricted shares were granted in order to provide an enhanced incentive for members of the executive team, including named executive officers, to continue providing service to us by providing them the potential to earn cash payments in the near-term for a portion of their equity awards.

Risk Assessment of Compensation Policies and Programs

We have reviewed our compensation policies and programs for all employees, including the named executive officers, and we do not believe that these policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.  The three major components of our overall compensation program were reviewed and the following conclusions were made:

• Base salaries are determined by an industry peer group analysis and on the overall experience of each individual.  Merit increases are based on financial as well as individual performance and are generally kept within a specified percentage range for all employees, including the named executive officers.

• We grant long-term incentive awards in the form of stock option grants and restricted share awards to align the interests of participants with those of our equity investors.

• Annual incentive bonus awards are based on our Plan Earnings (as defined below under the heading "2017 Executive Officer Compensation") and sales. For Bergdorf Goodman, annual incentive bonus awards are based on Plan Earnings and sales of both the Company as a whole and Bergdorf Goodman specifically. The annual incentive bonus awards are all set at the beginning of each fiscal year based on the achievement of goals that the Compensation Committee believes will be challenging yet attainable. Maximum target payouts are capped at a pre-established percentage of base salary.

The Compensation Committee has the authority to adjust incentive plan payouts and the granting of stock option or restricted share awards, which may further reduce any business risk associated with such plan payouts and equity grants.  The Compensation Committee also monitors compensation policies and programs to determine whether risk management objectives are being met.

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Executive Officer Compensation

Process for Evaluating Executive Officer Performance

Role of the Compensation Committee. The Compensation Committee is responsible for determining the compensation of our named executive officers and for establishing, implementing and monitoring adherence to our executive compensation philosophy. The Compensation Committee charter authorizes the committee to retain and terminate compensation consultants to provide advice with respect to compensation of the named executive officers. The Compensation Committee is further authorized to approve the fees the Company will pay, and terms of engagement of, any consultant it may retain.

The Compensation Committee considers input from our CEO and compensation consultants in making determinations regarding our executive compensation program and the individual contribution of each of our named executive officers. The CEO does not play a role in decisions affecting her own compensation. The CEO’s performance and compensation are reviewed and determined solely by the Compensation Committee.

In developing and reviewing the executive incentive programs, the Compensation Committee considers the business risks inherent in program designs to ensure that they do not incentivize executives to take unacceptable levels of business risk for the purpose of increasing their incentive plan awards. The Compensation Committee intends for the plan design to be conservative in this respect and that the compensation components provide appropriate checks and balances to encourage executive incentives to be consistent with the interests of our equity investors. The Compensation Committee believes that the mix of compensation components used in the determination of our named executive officers’ total compensation does not encourage our named executive officers to take undesirable risks relating to the business. For further information, see “Risk Assessment of Compensation Policies and Programs” above.

Role of Management. As part of our annual planning process, the CEO, with assistance from external consultants, develops and recommends a compensation program for all executive officers. Based on performance assessments, the CEO attends a meeting of the Compensation Committee held for the purpose of considering each individual executive’s annual compensation and recommends the base salary and any incentive bonus awards or long-term incentive awards, if applicable, for each of the executive officers, including the other named executive officers. The CEO does not participate in the portion of the Compensation Committee meeting during which her own compensation is discussed and does not provide recommendations with respect to her own compensation package.

Role of the Compensation Consultants. The Compensation Committee generally retains the services of compensation consultants for limited purposes. Management retains an independent compensation consultant, Korn Ferry Hay Group, to provide comparative market data regarding executive compensation to assist the Compensation Committee in establishing reference points for the base salary, annual incentive and long-term incentive components of our compensation package. Korn Ferry Hay Group also provides information regarding general market trends in compensation, compensation practices of other retail companies and regulatory and compliance developments. Management also engaged W.T. Haigh and Company, Inc. on a limited basis in fiscal year 2017 to consult on long-term compensation design. The fees paid to Korn Ferry Hay Group and W.T. Haigh for their services in fiscal year 2017 did not exceed $120,000 in either case. Neither Korn Ferry Hay Group nor W.T. Haigh has any other affiliations with us, nor does either provide other services to us.

2017 Executive Officer Compensation

Ultimately, our named executive officers’ total compensation is based on the level of performance of the Company and/or the Company’s applicable business unit or division.  The Compensation Committee uses its discretion in making decisions on the overall compensation packages of our executive officers based on current market conditions, business trends and overall Company performance.

We have identified an industry peer group that includes the 15 companies listed below for purposes of benchmarking the compensation of our named executive officers. These companies are intended to represent our competitors for business and talent. Their executive compensation programs are compared to ours, as is the compensation of individual executives if the jobs of such executives are sufficiently similar to make the comparison meaningful. The comparison data is generally intended to ensure that the compensation of our named executive officers, both individually and as a whole, is appropriately competitive relative to our performance. We believe that this practice is appropriate in light of the high level of commitment, job demands and the expected performance contribution required from each of our executive officers. We generally target our direct compensation to be positioned between the 50^th and 75^th percentile levels of the compensation packages received by executives in our peer group of industry related companies. In the first quarters of fiscal years 2018 and 2016, our compensation consultant, Korn Ferry Hay Group, conducted benchmarking reviews of the compensation of all of our senior officers,

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including our named executive officers. No significant changes in design or levels of executive compensation were made with respect to fiscal year 2017 as a result of Korn Ferry Hay Group's most recent review.

Abercrombie & Fitch	Michael Kors
Coach	Nordstrom
The Gap	Ralph Lauren
Hudson's Bay	Restoration Hardware
J.C. Penney	Tiffany & Co.
Kohl’s	Urban Outfitters
L Brands (formerly Limited)	Williams-Sonoma
Macy's

In addition to benchmarking against the select companies above, we also review various third party compensation survey reports. The peer group also previously included Ann Inc. and Kate Spade. These two companies were removed from the benchmarking review in the first quarter of fiscal year 2018 as they had previously been acquired.

Base Salary. The table below shows the base salaries for fiscal years 2016 and 2017 for each of the named executive officers, except for Mr. Fung who was not an employee and received a monthly consulting fee of $60,000 in lieu of a salary. None of our named executive officers who were serving during fiscal year 2016 received a base salary increase for fiscal year 2017.

	2016 and 2017 Annual Base Salary ($)
Karen W. Katz	$	1,100,000
James J. Gold	820,000
John E. Koryl	625,000
Carrie M. Tharp (1)	430,000
T. Dale Stapleton	397,000
Donald T. Grimes (2)	725,000
Joshua G. Schulman (2)	610,000

(1) Ms. Tharp joined the Company in October 2016 and was not an executive officer during any part of fiscal year 2016; amount reflects her annualized base salary.

(2) Mr. Grimes resigned effective November 14, 2016 and Mr. Schulman resigned effective May 10, 2017; amounts reflect their respective annualized base salaries during their employment.

Amounts actually earned by each of the named executive officers in fiscal years 2015, 2016 and 2017 are listed in the Summary Compensation Table.

In September 2017, the Compensation Committee approved a salary increase for Mr. Koryl to $700,000 annually, effective October 2017. The Compensation Committee approved the increase to align Mr. Koryl’s salary with market practices and to encourage the retention of Mr. Koryl’s services during the implementation of important strategic customer and other initiatives aimed at increasing sales. In determining Mr. Koryl’s increased salary the Compensation Committee considered Mr. Koryl’s expertise in online retail operations and information prepared by Korn Ferry Hay Group concerning market-competitive compensation within the peer group.

Annual Incentive Bonus. In determining annual incentive bonus amounts for the named executive officers, the Compensation Committee considers their performance relative to the pre‑established goals that are set at the beginning of the fiscal year. The Compensation Committee set the threshold, target and maximum performance targets at levels they believed were challenging, yet attainable, based on historical company performance and industry and market conditions. Goals were established at the division and business unit levels where appropriate for each of the named executive officers. As it relates to our annual incentive compensation program, this performance assessment is a key variable in determining the amount of total compensation paid to our named executive officers.

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Fiscal year 2017 target annual incentives and relative performance weights for the named executive officers were as follows (as a non-employee consultant, Mr. Fung did not participate in the annual incentive bonus plan):

Name	Target Bonus As Percent of Base Salary		Plan Earnings		Sales
Karen W. Katz	125	%	70	%	30	%
James J. Gold	75	%	70	%	30	%
John E. Koryl	75	%	70	%	30	%
Carrie M. Tharp (1)	40	%	70	%	30	%
T. Dale Stapleton	40	%	70	%	30	%
Donald T. Grimes (2)	75	%	70	%	30	%
Joshua G. Schulman (2)(3)	75	%	70	%	30	%

(1) Ms. Tharp joined the Company in October 2016.

(2) Mr. Grimes resigned effective November 14, 2016 and Mr. Schulman resigned effective May 10, 2017.

(3) Since Mr. Schulman had responsibility over Bergdorf Goodman, 50% of his performance goals were to be based on the results of Bergdorf Goodman.

Ms. Katz, the individual with the greatest overall responsibility for company performance, was granted the largest incentive opportunity in comparison to her base salary to weight her annual cash compensation mix more heavily towards performance‑based compensation.

Corporate Performance Targets. At the end of each fiscal year, the Compensation Committee evaluates the Company’s performance against the financial and strategic performance targets set at the beginning of the fiscal year.

Metrics used for each executive, as well as the relative weights assigned to the metrics, are based on strategic business drivers of the particular business unit or division that the executive manages. For fiscal year 2017, such metrics were based on Plan Earnings (as defined below) and sales. Bonus payout percentages for fiscal year 2017 are as follows:

	Payout As Percent of Target
Neiman Marcus Group
Plan Earnings	—	%
Sales	—	%
Bergdorf Goodman
Plan Earnings	—	%
Sales	—	%

We define Plan Earnings as earnings before interest, taxes, depreciation, amortization and impairment charges, further adjusted to eliminate the effects of items the Compensation Committee does not consider in assessing the Company's ongoing performance such as non‑cash stock‑based compensation expense, certain advisory and other fees, and certain other expenses.

2017 Annual Incentive Bonus. Actual operating performance for fiscal year 2017 for each of the Neiman Marcus Group and Bergdorf Goodman was below the applicable performance thresholds set at the beginning of the year, and therefore no annual incentive bonus amounts were paid to any of the named executive officers with respect to either operating division.

Ms. Katz and Mr. Gold have minimum threshold, target and maximum percentages of incentive payouts pursuant to their employment agreements. These employment agreements are more fully described under “Employment and Other Compensation Agreements.”

2017 Discretionary Bonuses. After careful consideration of our results of operations and their respective performance, the Compensation Committee approved discretionary bonuses of $75,000 each to Mr. Gold and Mr. Koryl for fiscal year 2017.

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The Compensation Committee awarded these amounts in recognition of the strategic leadership that Messrs. Gold and Koryl demonstrated in fiscal year 2017 during continued challenges in the retail environment.

2017 Retention Bonuses. In February 2017, the Compensation Committee approved retention bonuses for Ms. Tharp and Mr. Stapleton. Bonuses of $172,000 to Ms. Tharp and $225,000 to Mr. Stapleton will be paid in January 2018, subject to their respective continued employment with the Company on the payment date.

The Compensation Committee determined to award these bonuses to Ms. Tharp and Mr. Stapleton and determined the respective amounts in recognition of the importance of their respective roles to the Company’s pursuit of certain important customer and strategic initiatives in fiscal year 2017 and the first part of fiscal year 2018 and to secure the retention of their services during that time.

Co-Invest Options. At the time of the Acquisition, we had outstanding vested and unvested stock options (referred to as "Predecessor Stock Options"). Certain management employees including the named executive officers that were employed by us at the time elected to exchange a portion of their Predecessor Stock Options for stock options to purchase shares of Parent (the "Co-Invest Options"). The Co-Invest Options are fully vested. The number of stock options and exercise prices were adjusted pursuant to an exchange ratio in connection with the Acquisition. The Co-Invest Options are exercisable at any time prior to the applicable expiration dates related to the original grant of the Predecessor Stock Options. The Co-Invest Options contain sale and repurchase provisions that expire upon an initial public offering.

On September 8, 2017, the Compensation Committee approved grants of non-qualified Co-Invest Options (the “New Co-Invest Options”) to the named executive officers who previously held Co-Invest Options. The New Co-Invest Options have the effect of replacing the previous Co-Invest Options held by those named executive officers, which were cancelled, and extending the expiration date to the tenth anniversary of the grant date. All other terms of the New Co-Invest Options remain unchanged from the terms of the cancelled Co-Invest Options.

Parent Stock Options. On November 5, 2013, the Parent Board granted time-vested non-qualified stock options and performance-vested non-qualified stock options to the named executive officers that were employed by us at the time pursuant to the Management Incentive Plan. Each grant of non-qualified stock options consists of options to purchase an equal number of shares of Class A Common Stock and Class B Common Stock. The size of stock option grants to the named executive officers in connection with the Acquisition was determined by the Parent Board based on the experience of its members in establishing compensation for companies across multiple industries, as well as the input of the Company’s CEO, who has significant experience in the Company’s industry and a deep understanding of the respective duties and responsibilities of the named executive officers. At the time of the Acquisition, the Parent Board determined the size of the grant of stock options to Ms. Katz. The Parent Board or Compensation Committee also, in consultation with Ms. Katz, determined the sizes of the grants of stock options to the other named executive officers.

The Compensation Committee granted time-vested non-qualified stock options and performance-vested non-qualified stock options pursuant to the Management Incentive Plan on October 27, 2016 to Ms. Tharp in connection with her hiring, and on February 6, 2017 to Mr. Fung in connection with his engagement as Interim Executive Vice President, Chief Financial Officer and Chief Operating Officer.

Subject to continued employment, 20% of the time-vested non-qualified stock options vest and become exercisable on each of the first five anniversaries of the date of the grant (or, in the case of Ms. Tharp and Mr. Fung, their respective start dates), resulting in such options becoming fully vested and exercisable on the fifth anniversary of such applicable date. The performance-vested options vest on the achievement of certain performance hurdles. In September 2016, the Compensation Committee approved amendments to the performance-vested options to revise the performance hurdles. As amended, the performance-vested options vest when the amount of capital returned to the Sponsors with respect to their shares (at least 50% of which is in cash) exceeds the applicable multiple of the capital invested by the Sponsors, and the internal rate of return exceeds ten percent. The applicable multiple with respect to 40% of the performance-vested options is 1.5x; with respect to 30% of the performance-vested options is 1.75x; and with respect to 30% of the performance-vested options is 2.25x. These time-vested and performance-vested non-qualified stock options were granted at an exercise price of $1,000 per share and such options will expire no later than the tenth anniversary of the grant date. The time-vested non-qualified stock options and the performance-vested non-qualified stock options contain sale and repurchase provisions (including repurchase provisions in the event of a participant's termination of employment) that expire upon an initial public offering.

In September 2016, the Compensation Committee determined that the exercise prices of the time-vested and performance-vested non-qualified stock options that were originally granted to Mr. Grimes at $1,205 per share were

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substantially higher than the fair market value of Parent common stock as of September 2016. In order to enhance the retentive value of these options, the Compensation Committee approved a repricing of these options to an exercise price of $1,000 per share, which is the same as the exercise price of the time-vested and performance-vested non-qualified stock options held by the other named executive officers. These options were forfeited upon Mr. Grimes's resignation in November 2016.

Restricted Share Awards. On October 27, 2016, the Compensation Committee granted restricted shares of Parent common stock to each of the named executive officers (other than Mr. Fung, who had not joined us at that time and did not receive such an award due to his status as an interim consultant). These restricted shares vest, subject to continued employment, in equal annual installments with the first vesting date on December 1, 2017. Restricted shares held by Ms. Katz, Mr. Gold and Mr. Koryl vest in four annual installments and restricted shares held by Ms. Tharp and Mr. Stapleton vest in three annual installments. During a limited period after each vesting date and subject to other limitations, each recipient will have a put right to require Parent to repurchase his or her vested shares for a purchase price equal to the fair market value of Parent’s common stock. Except for certain termination acceleration provisions in Ms. Katz's award described below under "Employment and Other Compensation Agreements — Option and Restricted Stock Agreements with Ms. Katz," a recipient will forfeit all unvested restricted shares and may not exercise the put right with respect to any vested shares following the termination of his or her employment for any reason. The restricted shares are subject to certain repurchase provisions that expire upon an initial public offering. 

Other Compensation Components

We maintain the following compensation components to provide a competitive total rewards package that supports retention of key executives.

Health and Welfare Benefits. Executive officers are eligible to participate under the same plans as all other eligible employees for medical, dental, vision, disability and life insurance. The named executive officers also receive benefits under a supplemental medical policy available to our senior executives. These benefits are intended to be competitive with benefits offered in the retail industry.

Pension Plan. Prior to 2008, most non-union employees over age 21 who had completed one year of service with 1,000 or more hours participated in our defined benefit pension plan (referred to as the "Pension Plan"), which paid benefits upon retirement or termination of employment. The Pension Plan is a “career-accumulation” plan, under which a participant earns each year a retirement annuity equal to one percent of his or her compensation for the year up to the Social Security wage base and one and a half percent of his or her compensation for the year in excess of such wage base. A participant becomes fully vested after five years of service with us. Effective as of December 31, 2007, eligibility and benefit accruals under the Pension Plan were frozen for all participants except for those “Rule of 65” employees who elected to continue participation in the Pension Plan. “Rule of 65” employees included only those active employees who had completed at least ten years of service and whose combined years of service and age equaled at least 65 as of December 31, 2007. Ms. Katz was a “Rule of 65” employee as of December 31, 2007, and elected to continue participation in the Pension Plan. For Mr. Gold and Mr. Stapleton, benefits and accruals under the Pension Plan were frozen effective as of December 31, 2007. Effective August 1, 2010, all benefits and accruals under the Pension Plan were frozen and all remaining participants were moved into our Retirement Savings Plan (referred to as the "RSP"), a new enhanced 401(k) plan. Ms. Katz’s benefits and accruals under the Pension Plan were moved into the RSP effective December 31, 2010.

Savings Plans. Effective January 1, 2008, our RSP was established and offered to all employees, including the named executive officers, as the primary retirement plan. Benefits and accruals under a previous 401(k) plan, our Employee Savings Plan (referred to as the "ESP"), as well as benefits and accruals under the Pension Plan, were frozen as of that date. All future and current employees who were not already enrolled in the ESP were automatically enrolled in the RSP. “Rule of 65” employees, as described above, were given a choice to either continue participation in the Pension Plan and the ESP or freeze what was earned under those plans through December 31, 2007 and participate in the RSP. The RSP is a tax-qualified defined contribution 401(k) plan that allows participants to contribute up to the limit prescribed by the Internal Revenue Service on a pre-tax basis. The Company matches 100% of the first 3% and 50% of the next 3% of pay that is contributed to the RSP. All employee contributions to the RSP are fully vested upon contribution. Company matching contributions vest after two years of service. The Company matched 100% of the first 2% and 25% of the next 4% of pay that was contributed to the ESP. All employee contributions to the ESP were fully vested upon contribution. Company matching contributions vested after three years of service. Effective August 1, 2010, benefits and accruals under the ESP were frozen for the remaining “Rule of 65” active employees and such participants were moved into the RSP. Messrs. Koryl and Schulman became eligible to participate in the RSP one year after their respective hire dates. Mr. Grimes became eligible to participate in the RSP on his hire date and the Company began matching his contributions on January 15, 2016.

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Supplemental Retirement Plan and Key Employee Deferred Compensation Plan. U.S. tax laws limit the amount of benefits that we can provide under our tax-qualified plans. We maintain our Supplemental Executive Retirement Plan (referred to as the "SERP Plan") and our Key Employee Deferred Compensation Plan (referred to as the "KEDC Plan"), which are unfunded, non-qualified arrangements intended to provide the named executive officers and certain other key employees with additional benefits, including the benefits that they would have received under the RSP if the tax law limitations did not apply and if certain other components of compensation could be included in calculation of benefits under our tax-qualified plans. Prior to 2008, executive, administrative and professional employees (other than those employed as salespersons) with an annual base salary at least equal to a minimum established by the Company were eligible to participate in the SERP Plan. Similar to the Pension Plan, effective December 31, 2007, eligibility and benefit accruals under the SERP Plan were frozen for all participants not meeting the “Rule of 65” and such participants were moved into our Defined Contribution Supplemental Executive Retirement Plan ("DC SERP"). Effective August 1, 2010, all benefits and accruals under the SERP Plan for “Rule of 65” employees were frozen and such participants were moved into the DC SERP. SERP Plan related benefits are more fully described under “Pension Benefits.”

Participation in the KEDC Plan is limited to employees whose base salary is in excess of $300,000 and who meet other stated criteria. Amounts in excess of those benefits provided under the 401(k) plans are credited to the account balances of each KEDC Plan participant. KEDC Plan benefits are more fully described under “Non-qualified Deferred Compensation.”

Matching Gift Program. All employees, including the named executive officers, may participate in our matching gift program. Under the program, we will match charitable contributions by employees up to a maximum of $2,000 per qualifying organization on a two-for-one basis in each calendar year. For any contribution made to a qualifying organization in which the employee has an active involvement (as evidenced by service on the organization’s governing body or in one of its working committees), the basis of our matching contribution may, upon application by the employee, be increased to a level greater than two-for-one.

Perquisites. We provide perquisites and other personal benefits that we believe are reasonable and consistent with the nature of individual responsibilities to provide a competitive level of total compensation to our executives. We believe the level of perquisites is within an acceptable range of what is offered by a group of industry related companies. The Compensation Committee believes that these benefits are aligned with the Company’s desire to attract and retain highly skilled management talent for the benefit of all stockholders. The value of these benefits to the named executive officers is set forth in the Summary Compensation Table under the column “All Other Compensation” and details about each benefit are set forth in a table following the Summary Compensation Table.

Compensation Following Employment Termination or Change of Control

Employment Agreements.To support the continuity of senior leadership, we have employment agreements with Ms. Katz and Mr. Gold that provide, among other things, for payments to the executive following a termination of employment by the executive for “good reason” or a termination of the executive’s employment by us without “cause.” The triggering events constituting “good reason” and “cause” were negotiated to provide protection to us in the event of certain terminations of employment that could cause harm to us as well as to provide protection to the executive. The employment agreements for Ms. Katz and Mr. Gold also provide for certain payments to the executives upon death or “disability.” The employment agreements for Ms. Katz and Mr. Gold also contain restrictive covenant provisions to protect the Company. For a detailed description of the terms of the employment agreements, see “Employment and Other Compensation Agreements.”

Confidentiality, Non-Competition and Termination Benefits Agreements.Each of Messrs. Koryl and Stapleton and Ms. Tharp is a party to a confidentiality, non-competition and termination benefits agreement with us and intended to protect the Company. The confidentiality, non-competition and termination benefits agreements provide for severance benefits if the employment of the affected individual is terminated by us other than for death, “disability,” or “cause” or by the executive for "good reason." Mr. Koryl's and Mr. Stapleton's agreements provide for severance payments equal to one and one-half of their respective annual base salary, payable over an 18-month period, and reimbursement for COBRA premiums for the same period. Ms. Tharp's agreement provides for a severance payment equal to annual base salary, payable over a 12-month period, and reimbursement for COBRA premiums for the same period.

Other.We have change of control provisions in the Management Incentive Plan that allow the Parent Board or Compensation Committee to accelerate the vesting of equity awards upon a change of control.

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Consideration of Tax and Accounting Treatment of Compensation

As a general matter, the Parent Board and the Compensation Committee review and consider the various tax and accounting implications of compensation programs we utilize.

Accounting for Stock-Based Compensation.We account for stock-based payments in accordance with the provisions of ASC Topic 718, “Compensation-Stock Compensation.” When setting equity compensation, the Compensation Committee considers the estimated cost for financial reporting purposes of any equity compensation it is considering. However, the accounting impact does not have a material impact on the design of our equity compensation plan.

Compensation Committee Interlocks and Insider Participation

As noted above, the members of the Compensation Committee are currently Mr. Eadie and Mr. Kaplan, who serves as its Chairman. None of our executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the Parent Board or the Compensation Committee.

COMPENSATION COMMITTEE REPORT 

The Compensation Committee has reviewed and discussed with management the above Compensation Discussion and Analysis. Based on our review and discussions with management, the Compensation Committee recommended to the Parent Board that the Compensation Discussion and Analysis be included in this Report.

COMPENSATION COMMITTEE

David Kaplan

Graeme Eadie

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Summary Compensation Table

The following table sets forth the annual compensation for the named executive officers.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(2)		Non-Equity Incentive Plan Compen-sation ($)(3)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)
Karen W. Katz President and Chief Executive Officer	2017	$	1,100,000	$	—	$	3,499,776	$	—	$	—	$	4,363	$	254,823	$	4,858,962
	2016	1,100,000		—		—		—		—		905,001		274,866		2,279,867
	2015	1,100,000		—		—		—		—		247,294		425,914		1,773,208
James J. Gold President, Chief Merchandising Officer	2017	820,000		75,000		1,999,872		—		—		—		144,265		3,039,137
	2016	820,000		50,000		—		—		—		219,000		157,101		1,246,101
	2015	820,000		—		—		—		—		45,000		200,057		1,065,057
John E. Koryl President, Neiman Marcus Stores and Online	2017	625,000		75,000		1,999,872		—		—		—		70,671		2,770,543
	2016	625,000		50,000		—		—		—		—		66,509		741,509
	2015	625,000		—		—		—		—		—		78,425		703,425
Carrie M. Tharp Senior Vice President and Chief Marketing Officer	2017	355,577		—		300,288		347,644		—		—		16,034		1,019,543
T. Dale Stapleton Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer	2017	397,000		—		400,128		—		—		—		54,249		851,377
Michael Fung Former Interim Executive Vice President, Chief Financial Officer and Chief Operating Officer	2017	420,000		—		—		42,515		—		—		53,178		515,693
Donald T. Grimes Former Executive Vice President, Chief Operating Officer and Chief Financial Officer	2017	206,346		—		1,999,872		440,660		—		—		8,143		2,655,021
	2016	725,000		75,000		—		—		—		—		59,649		859,649
	2015	97,596		300,000		—		3,825,580		—		—		31,786		4,254,962
Joshua G. Schulman Former President of Bergdorf Goodman and President of NMG International	2017	476,270		—		1,999,872		—		—		—		59,164		2,535,306
	2016	610,000		50,000		—		—		—		—		68,295		728,295
	2015	610,000		—		—		—		53,802		—		74,994		738,796

(1) The amounts for Messrs. Gold and Koryl for fiscal year 2017 represent discretionary bonuses described above under "Compensation Discussion and Analysis — 2017 Executive Officer Compensation — 2017 Discretionary Bonuses." The amounts for Messrs. Gold, Koryl, Grimes and Schulman for fiscal year 2016 represent discretionary bonuses. The amount for Mr. Grimes for fiscal year 2015 represents a one-time signing bonus pursuant to the terms and conditions of his employment agreement.

(2) The amounts reflect the aggregate grant date fair value for the awards computed in accordance with ASC Topic 718. These amounts reflect the grant date fair value and do not represent the actual value that may be realized by the named executive officers.

In September 2016, the Compensation Committee approved amendments to the performance-vested options to revise the performance hurdles. No incremental fair value was recognized in connection with these amendments.

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Also in September 2016, the Compensation Committee repriced the exercise price of options to purchase 11,000 shares held by Mr. Grimes from $1,205 per share to $1,000 per share. The incremental fair value of such stock options is reported in this column for Mr. Grimes in accordance with FASB ASC Topic 718.

(3) The amounts reported in the Non‑Equity Incentive Plan Compensation column reflect the actual amounts earned under the performance‑based annual cash incentive compensation plan described under “Annual Incentive Bonus.”

(4) The amounts in this column represent the change in the actuarial value of the named executive officers’ benefits under our retirement and supplemental executive retirement plans from July 31, 2016 to July 29, 2017. This “change in the actuarial value” is the difference between the fiscal year 2016 and fiscal year 2017 present value of the pension benefits accumulated as of year-end by the named executive officers, assuming that the benefit is not paid until age 65. These amounts were computed using the same assumptions used for financial statement reporting purposes under ASC Subtopic 715-30, “Defined Benefit Plans - Pension” as described in Note 11 of the Notes to Consolidated Financial Statements.

Ms. Katz, Mr. Gold and Mr. Stapleton are the only named executive officers that participate in our retirement and supplemental executive retirement plans as of July 29, 2017. The actuarial value of such named executive officers’ benefits under our retirement and supplemental executive retirement plans decreased from July 31, 2016 to July 29, 2017 by $178,000, $51,000 and $18,000, respectively. Also included in this column for Ms. Katz is $4,363 of earnings in the Key Employee Deferred Compensation Plan that were in excess of 120% of the federal long-term rate for the period from July 31, 2016 to July 29, 2017.

(5) Includes all items listed in the following table entitled “All Other Compensation.” The value of perquisites and other personal benefits is provided in this column and in the footnotes below even if the amount is less than the reporting threshold established by the SEC.

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The table below sets forth all other compensation for each of the named executive officers.

All Other Compensation for Fiscal Year 2017	Karen W. Katz ($)		James J. Gold ($)		John E. Koryl ($)		Carrie M. Tharp ($)		T. Dale Stapleton ($)		Michael Fung ($)		Donald T. Grimes ($)		Joshua G. Schulman ($)
401(k) plan contributions paid by us	$	11,097	$	9,003	$	12,150	$	4,631	$	12,228	$	—	$	349	$	12,150
Deferred compensation plan match	23,613		—		—		—		—		—		—		—
DC SERP contributions paid by us	136,301		94,942		42,525		—		23,292		—		—		35,227
Group term life insurance	4,291		2,182		1,216		376		3,930		—		637		760
Supplemental executive medical insurance	11,940		11,940		11,940		9,950		11,940		—		3,980		9,950
Financial counseling/tax preparation	8,720		—		—		—		1,459		—		2,800		—
Long-term disability	1,400		1,400		1,400		1,077		1,400		—		377		1,077
New York travel reimbursement (1)	23,866		12,531		—		—		—		—		—		—
Gross-ups for New York non-resident taxes (2)	33,595		12,267		1,440		—		—		—		—		—
Temporary residence (3)	—		—		—		—		—		32,807		—		—
Personal travel reimbursements (4)	—		—		—		—		—		20,371
Totals	$	254,823	$	144,265	$	70,671	$	16,034	$	54,249	$	53,178	$	8,143	$	59,164

(1) The amount for Ms. Katz reflects an annual payment of $15,000 in lieu of reimbursement for New York accommodations, as well as a tax gross-up for associated income taxes, paid pursuant to Ms. Katz’s employment contract. The amount for Mr. Gold reflects an annual payment of $7,500 in lieu of reimbursement for New York accommodations, as well as a tax gross-up for associated income taxes, pursuant to an arrangement with Mr. Gold.

(2) The amounts shown represent gross-up payments made in connection with New York non-resident taxes.

(3) Amount represents reimbursements for Mr. Fung's temporary living expenses in Dallas, Texas.

(4) Amount represents reimbursements for the costs of commuting to and from Mr. Fung's personal residence in Austin, Texas to our corporate headquarters in Dallas, Texas, and for miscellaneous personal expenses in connection with his provision of services to us in Dallas.

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Grants of Plan-Based Awards

The following table sets forth the non‑equity incentive plan awards to our named executive officers for fiscal year 2017 that could have been payable pursuant to our annual incentive bonus and equity awards granted pursuant to our long‑term equity plans.

																				Stock Awards: Number of Shares of Stock (#)(2)	All Other Option Awards						Grant Date Fair Value of Stock and Option Awards ($)(6)
		Estimated Possible Future Payouts Under Non-Equity Incentive Plan Awards (1)									Estimated Possible Future Payouts Under Equity Incentive Plan Awards										Number of Securities Underlying Options (#)				Exercise Or Base Price of Option Awards ($)(5)
Name	Grant Date	Threshold ($)			Target ($)			Maximum ($)			Threshold ($)			Target ($)				Maximum($)
Karen W. Katz	9/6/2016	$	550,000		$	1,375,000		$	2,750,000		$	—		$	—			$	—	—	$	—			$	—	$	—
	10/27/2016	—			—			—			—			—				—		4,557	—				—		3,499,776
James J. Gold	9/6/2016	205,000			615,000			1,230,000			—			—				—		—	—				—		—
	10/27/2016	—			—			—			—			—				—		2,604	—				—		1,999,872
John E. Koryl	9/6/2016	93,750			468,750			750,000			—			—				—		—	—				—		—
	10/27/2016	—			—			—			—			—				—		2,604	—				—		1,999,872
Carrie M. Tharp	9/6/2016	43,000			172,000			344,000			—			—				—		—	—				—		—
	10/27/2016	—		—	—		—	—		—	—		—	—				—		—	1,100		(3	)	1,000		173,822
		—		—	—		—	—			—			1,100		(4	)	—		—	—				1,000		173,822
		—		—	—		—	—			—			—				—		391	—				—		300,288
T. Dale Stapleton	9/6/2016	39,700			158,500			317,600			—			—				—		—	—				—		—
	10/27/2016	—			—			—			—			—				—		521	—				—		400,128
Michael Fung	2/6/2017	—			—			—			—			—				—		—	393		(3	)	1,000		21,257
		—			—			—			—			393		(4	)	—		—	—				1,000		21,257
Donald T. Grimes	9/6/2016	181,250			543,750			1,087,500			—			—				—		—	5,500		(7	)	1,000		220,330
		—			—			—			—			5,500		(8	)	—		—	—				1,000		220,330
	10/27/2016	—		—	—			—			—			—				—		2,604	—				—		1,999,872
Joshua G. Schulman	9/6/2016	91,500			457,500			732,000			—			—				—		—	—				—		—
	10/27/2016	—			—			—			—			—				—		2,604	—				—		1,999,872

(1) Non‑equity incentive plan awards represent the threshold, target and maximum opportunities under our performance‑based annual incentive bonus program for fiscal year 2017. The actual amounts earned under this plan are disclosed in the Summary Compensation Table. For a detailed discussion of the annual incentive awards for fiscal year 2017, see “2017 Executive Officer Compensation — Annual Incentive Bonus.” Mr. Grimes and Mr. Schulman's annual incentive awards were forfeited upon their resignations from the Company in November 2016 and May 2017, respectively.

(2) Represents the number of restricted shares granted to each of our named executive officers during fiscal year 2017 other than Mr. Fung. For a description of the terms of the restricted shares, see "2017 Executive Officer Compensation — Restricted Share Awards" above. Mr. Grimes and Mr. Schulman's restricted share awards were forfeited without compensation upon their departures from the Company in November 2016 and May 2017, respectively.

(3) Represents time‑vested non‑qualified stock options awarded in fiscal year 2017 pursuant to the Management Incentive Plan. The time‑vested options vest 20% on each of the first five anniversaries of the date of the recipient's start date, resulting in the options becoming fully vested on the fifth anniversary date of the start date, and expire on the tenth anniversary of the grant date. For a detailed discussion, see “Long‑term Incentives” and “Stock Options.”

(4) Represents performance‑vested non‑qualified stock options awarded in fiscal year 2017 pursuant to the Management Incentive Plan. The performance‑vested non‑qualified options expire on the tenth anniversary of the grant date. The performance‑vested options vest on the achievement of certain performance hurdles. The performance‑vested options vest when the amount of capital returned to the Sponsors (at least 50% of which is in cash) exceeds the applicable multiple of the capital invested by the Sponsors, and the internal rate of return exceeds 10%. The applicable multiple with respect to 40% of the performance‑vested options is 1.5x, with respect to 30% of the performance‑vested options

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is 1.75x and with respect to 30% of the performance‑vested options is 2.25x. For a detailed discussion, see “Long‑term Incentives” and “Stock Options.”

(5) Because we were privately held and there was no public market for Parent common stock, the exercise price of the stock options was determined by the Parent Board or Compensation Committee, as applicable, at the time option grants are awarded and was in excess of the fair market value of Parent common stock. In determining the fair market value of Parent common stock, the Parent Board or the Compensation Committee, as applicable, considered such factors as any recent transactions involving Parent common stock, our actual and projected financial results, the principal amount of our indebtedness, valuations of us performed by third parties and other factors it believes are material to the valuation process.

(6) For option and restricted share awards in fiscal year 2017, these amounts reflect the aggregate grant date fair value for the awards computed in accordance with ASC Topic 718. The assumptions used in calculating these amounts are described under the caption Stock-Based Awards in Note 14 of the Notes to Consolidated Financial Statements. On September 6, 2016, the Compensation Committee repriced the exercise price of options to purchase 11,000 shares held by Mr. Grimes from $1,205 per share to $1,000 per share. Amount reported in this column for Mr. Grimes includes the incremental fair value of such stock options calculated in accordance with FASB ASC Topic 718.

(7) Represents time‑vested non‑qualified stock options initially awarded in fiscal year 2015 to Mr. Grimes under the Management Incentive Plan and repriced in September 2016 as described in footnote (6) above.

(8) Represents performance‑vested non‑qualified stock options initially awarded in fiscal year 2015 to Mr. Grimes under the Management Incentive Plan and repriced in September 2016 as described in footnote (6) above.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information regarding the total number and aggregate value of stock options held by each of our named executive officers at the end of fiscal year 2017.

		Option Awards										Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Awards (#)		Option Exercise Price ($)			Option Expiration Date	Number of Shares of Stock that Have Not Vested (#)		Fair Market Value of Shares of Stock that Have Not Vested ($)
Karen W. Katz		5,699	—		(1)	—		$	363.08	(1)	9/30/2017
		9,211	—		(1)	—		450.26		(1)	10/1/2018
		4,556	—		(1)	—		644.37		(1)	11/7/2019
		15,059	10,040		(2)	—		1,000.00		(2)	11/5/2023
		—	—			25,099	(3)	1,000.00		(3)	11/5/2023
		—	—			—						4,557	(4)	1,221,276	(5)
James J. Gold		1,375	—		(1)	—		363.08		(1)	9/30/2017
		4,979	—		(1)	—		450.26		(1)	10/1/2018
		2,671	—		(1)	—		644.37		(1)	11/7/2019
		4,840	3,228		(2)	—		1,000.00		(2)	11/5/2023
		—	—			8,067	(3)	1,000.00		(3)	11/5/2023
		—	—			—						2,604	(4)	697,872	(5)
John E. Koryl	(6)	5,164	—		(1)	—		450.26		(1)	10/1/2018
		2,689	1,793		(2)	—		1,000.00		(2)	11/5/2023
		—	—			4,483	(3)	1,000.00		(3)	11/5/2023
		—	—			—						2,604	(4)	697,872	(5)
Carrie M. Tharp		—	1,100		(7)			1,000.00			10/27/2026
		—	—			1,100	(8)	1,000.00			10/27/2026
		—	—			—						391	(4)	104,788	(5)
T. Dale Stapleton		428	—		(1)	—		271.27			12/15/2017
		287	—		(1)	—		347.40			12/15/2017
		672	448	44	(2)			1,000.00			11/5/2023
		—	—			1,120	(3)	1,000.00			11/5/2023
		—	—			—						521	(4)	139,628	(5)
Michael Fung	(8)	—	—			—		—			—	—		—
Donald T. Grimes	(8)	—	—			—		—			—	—		—
Joshua G. Schulman	(8)	3,407	—		(1)	—		576.59		(1)	5/25/2019	—		—

(1) Non‑qualified Co‑Invest Options rolled over from Predecessor Stock Options as a result of the Acquisition with number of options and exercise prices adjusted pursuant to an exchange ratio. The Co‑Invest Options are fully vested and exercisable at any time prior to the expiration dates related to the original grant of the Predecessor Stock Options. Co‑Invest Options and Predecessor Stock Options are more fully described in the sections entitled “Co‑Invest Options” and “Predecessor Stock Options.” On September 8, 2017, the Co-Invest Options reported in this table were replaced by grants of New Co-Invest Options with the effect of extending the expiration date to the tenth anniversary of the grant date, but otherwise with the same terms.

(2) Non‑qualified stock options designated as time‑vested stock options granted pursuant to the Management Incentive Plan on November 5, 2013 at an exercise price of $1,000. Each grant of time‑vested stock options consists of options to purchase an equal number of shares of Class A Common Stock and Class B Common Stock. Subject to continued employment, 20% of the time‑vested non‑qualified options vest and become exercisable on each of the first five anniversaries of the closing date of the Acquisition, resulting in such options becoming fully vested and exercisable on October 25, 2018. The time‑vested stock options expire on the tenth anniversary of the grant date.

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(3) Non‑qualified stock options designated as performance‑vested stock options granted pursuant to the Management Incentive Plan on November 5, 2013 at an exercise price of $1,000. The performance‑vested options vest on the achievement of certain performance hurdles. In September 2016, the Compensation Committee approved amendments to the performance-vested options to revise the performance hurdles. As amended, the performance‑vested options vest when the amount of capital returned to the Sponsors (at least 50% of which is in cash) exceeds the applicable multiple of the capital invested by the Sponsors, and the internal rate of return exceeds ten percent. The applicable multiple with respect to 40% of the performance‑vested options is 1.5x, with respect to 30% of the performance‑vested options is 1.75x and with respect to 30% of the performance‑vested options is 2.25x. If the named executive’s officer employment is terminated by us without cause or by the named executive officer for good reason, the performance-vested stock options will be eligible to vest in connection with a change in control or initial public offering for 180 days following such termination. If Ms. Katz's employment is terminated as a result of her retirement after the third anniversary of the grant date, certain of her awards remain eligible to vest following such retirement. Each grant of performance‑vested non‑qualified stock options consists of options to purchase an equal number of shares of Class A Common Stock and Class B Common Stock.

(4) Restricted shares granted October 27, 2016. These restricted shares vest, subject to continued employment, in equal annual installments with the first vesting date on December 1, 2017. Restricted shares held by Ms. Katz, and Messrs. Gold and Koryl vest in four equal annual installments and restricted shares held by Ms. Tharp and Mr. Stapleton vest in three equal annual installments.

(5) There is no public market for our common stock. Amounts reported in this column are based on the fair market value of our Class A Common Stock and Class B Common Stock as of April 30, 2017, the most recent practicable date prior to July 29, 2017.

(6) In February 2017, Mr. Koryl transferred all of the equity awards reported in this table to trusts for the benefit of his family for no consideration.

(7) Non‑qualified stock options designated as time‑vested stock options granted pursuant to the Management Incentive Plan on October 27, 2016 at an exercise price of $1,000. Each grant of time‑vested stock options consists of options to purchase an equal number of shares of Class A Common Stock and Class B Common Stock. Subject to continued employment, 20% of the time‑vested non‑qualified options vest and become exercisable on each of the first five anniversaries of October 3, 2016, resulting in such options becoming fully vested and exercisable on October 3, 2021. The time‑vested stock options expire on the tenth anniversary of the grant date.

(8) Non‑qualified stock options designated as performance‑vested stock options granted pursuant to the Management Incentive Plan on October 27, 2016 at an exercise price of $1,000. The performance‑vested stock options vest on the achievement of the performance hurdles described in footnote (4) to this table. If Ms. Tharp's employment is terminated by us without cause or by her for good reason, the performance-vested stock options will be eligible to vest in connection with a change in control or initial public offering for 30 days following such termination. Each grant of performance‑vested non‑qualified stock options consists of options to purchase an equal number of shares of Class A Common Stock and Class B Common Stock.

(8) Each of Messrs. Fung, Grimes and Schulman forfeited his outstanding equity awards without consideration upon his respective departure from the Company, with the exception of Mr. Schulman's co-invest options.

Option Exercises and Stock Vested

No stock options issued to our named executive officers were exercised and no restricted shares vested during fiscal year 2017.

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Pension Benefits

The following table sets forth certain information with respect to retirement payments and benefits under the Pension Plan and the SERP Plan for each of our named executive officers.

Name	Plan Name	Number of Years Credited Service (#)(1)		Present Value of Accumulated Benefit ($)(2)		Payments During Last Fiscal Year ($)
Karen W. Katz	Pension Plan	25	(3)	$	607,000	$	—
	SERP Plan	26	(3)	5,209,000		—
James J. Gold	Pension Plan	17	(4)	267,000		—
	SERP Plan	17	(4)	787,000		—
John E. Koryl	Pension Plan	—		—		—
	SERP Plan	—		—		—
Carrie M. Tharp	Pension Plan	—		—		—
	SERP Plan	—		—		—
T. Dale Stapleton	Pension Plan	6	(4)	187,000		—
	SERP Plan	6	(4)	134,000		—
Michael Fung	Pension Plan	—		—		—
	SERP Plan	—		—		—
Donald T. Grimes	Pension Plan	—		—		—
	SERP Plan	—		—		—
Joshua G. Schulman	Pension Plan	—		—		—
	SERP Plan	—		—		—

(1) Computed as of July 29, 2017, which is the same pension measurement date used for financial statement reporting purposes with respect to our Consolidated Financial Statements and notes thereto.

(2) For purposes of calculating the amounts in this column, retirement age was assumed to be the normal retirement age of the later of age 65 or the fifth anniversary of the individual’s "date of hire," as defined in the Pension Plan. A description of the valuation method and all material assumptions applied in quantifying the present value of accumulated benefit is set forth in Note 11 of the Notes to Consolidated Financial Statements.

(3) Ms. Katz’s service credit exceeds the 25-year maximum set forth in the SERP Plan. Pursuant to an agreement with us, Ms. Katz was entitled to an additional year of credit for each full year of service after she reached the 25-year maximum until December 31, 2010, with all service frozen as of such date. In addition, if her employment is terminated by us for any reason other than death, “disability,” “cause,” if we do not renew her employment term, or if she terminates her employment with us for “good reason” or “retirement” and she has not yet reached 65, her SERP Plan benefit will not be reduced solely by reason of her failure to reach 65 as of the termination date. Ms. Katz’s employment agreement also provides that the amount credited to her under the DC SERP shall not be less than the present value of the additional benefits she would have accrued under the SERP Plan after December 31, 2010 had the SERP Plan remained in effect through the end of her employment term. The value of Ms. Katz’s benefit with all service is $5,209,000. The value with 25 years of service under the SERP Plan is $4,984,000; therefore, the value of the additional year of service in excess of her actual service is $225,000.

(4) Effective December 31, 2007, benefit accruals for Mr. Gold and Mr. Stapleton under the Pension Plan and the SERP Plan were frozen, as further described below.

The Pension Plan is a funded, tax-qualified pension plan. Prior to 2008, most non-union employees over age 21 who had completed one year of service with 1,000 or more hours were eligible to participate in the Pension Plan, which paid benefits upon retirement or termination of employment. Effective as of December 31, 2007, eligibility and benefit accruals under the Pension Plan were frozen for all participants except for those “Rule of 65” employees who elected to continue participating in the Pension Plan. The Pension Plan is a “career-accumulation” plan, under which a participant earns each year a retirement annuity equal to one percent of his or her compensation for the year up to the Social Security wage base and 1.5 percent of his or her compensation for the year in excess of such wage base. “Compensation” for this purpose generally includes salary, bonuses, commissions and overtime but not in excess of the limits imposed upon annual compensation under

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Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code") (the "IRS Limit"). The IRS Limit for calendar year 2017 is $270,000, increased from $265,000 in calendar year 2016, and is generally adjusted annually for cost-of-living increases. Benefits under the Pension Plan become fully vested after five years of service with us. Effective August 1, 2010, benefit accruals were frozen for the remaining “Rule of 65” employees and such participants were given the opportunity to participate in the RSP.

The SERP Plan is an unfunded, non-qualified plan under which benefits are paid from our general assets to supplement Pension Plan benefits and Social Security. Prior to 2008, executive, administrative and professional employees (other than those employed as salespersons) with an annual base salary at least equal to a minimum established by the Company were eligible to participate. Similar to the Pension Plan, effective December 31, 2007, eligibility and benefit accruals under the SERP Plan were frozen for all participants except for those “Rule of 65” employees who elected to continue participating in the Pension Plan. At normal retirement age (the later of age 65 and the fifth anniversary of the participant’s date of hire), an eligible participant with 25 or more years of service is entitled to full benefits in the form of monthly payments under the SERP Plan computed as a straight life annuity, equal to 50 percent of the participant’s average monthly compensation for the highest consecutive 60 months preceding retirement less 60 percent of his or her estimated annual primary Social Security benefit, offset by the benefit accrued by the participant under the Pension Plan. The amount is then adjusted actuarially to determine the actual monthly payments based on the time and form of payment. For this purpose, “compensation” includes salary but does not include bonuses. If the participant has fewer than 25 years of service, the combined benefit is proportionately reduced. Benefits under the SERP Plan become fully vested after five years of service. The SERP Plan is designed to comply with the requirements of Section 409A of the Code. Along with the Pension Plan and the ESP, benefit accruals under the SERP Plan were frozen for the remaining “Rule of 65” employees effective August 1, 2010 and those remaining participants were given the opportunity to participate in the DC SERP.

Non-qualified Deferred Compensation

The amounts reported in the table below represent deferrals, distributions and Company matching contributions credited pursuant to the KEDC Plan and Company contributions credited pursuant to the DC SERP (the "Executive Contributions"). The following table contains information regarding the KEDC and the DC SERP.

Name		Executive Contributions in Last Fiscal Year ($)(1)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last Fiscal Year- End ($)
Karen W. Katz	KEDC	$	120,998	$	23,613	$	21,544	$	—	$	721,470
	DC SERP	—		136,301		24,221		—		798,633
James J. Gold	KEDC	—		—		—		—		—
	DC SERP	—		94,942		12,255		—		412,711
John E. Koryl	KEDC	—		—		—		—		—
	DC SERP	—		42,525		5,079		—		168,969
Carrie M. Tharp	KEDC	—		—		—		—		—
	DC SERP (2)	—		—		—		—		—
T. Dale Stapleton	KEDC	—		—		—		—		—
	DC SERP	—		23,292		2,728		—		87,914
Michael Fung	KEDC	—		—		—		—		—
	DC SERP	—		—		—		—		—
Donald T. Grimes	KEDC	—		—		—		—		—
	DC SERP	—		—		—		—		—
Joshua G. Schulman	KEDC	—		—		—		—		—
	DC SERP	—		35,227		4,633		—		148,620

(1) The amounts reported as Executive Contributions in Last Fiscal Year are also included as Salary in the Summary Compensation Table.

(2) Ms. Tharp will become eligible to participate in the DC SERP in January 2018, the first January after the one-year anniversary of her start date.

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The KEDC Plan allows eligible employees to elect to defer up to 15% of base pay and up to 15% of annual performance bonus each year. Eligible employees generally are those employees who have completed one year of service with us, have annual base pay of at least $300,000 and are otherwise designated as eligible by our employee benefits committee; provided, however, that effective January 1, 2008, only those persons who were eligible for the KEDC as of January 1, 2007 are permitted to continue participating in the KEDC. No new participants will be added. We also credit a matching contribution each pay period equal to (A) the sum of (i) 100% of the sum of the employee’s KEDC Plan deferrals and the maximum RSP deferral that the employee could have made under such plan for such pay period, to the extent that such sum does not exceed 2% of the employee’s compensation for such pay period, and (ii) 25% of the sum of the employee’s KEDC Plan deferrals and the maximum RSP deferral that the employee could have made under such plan for such pay period, to the extent that such sum does not exceed the next 4% of the employee’s compensation for such pay period, minus (B) the maximum possible match the employee could have received under the RSP for such pay period. Such amounts are credited to a bookkeeping account for the employee and are fully vested with respect to matching contributions made for calendar years prior to 2008. Amounts attributable to matching contributions, plus interest thereon, for calendar years on and after 2008 are subject to forfeiture if the employee is terminated for cause. Accounts are credited monthly with interest at an annual rate equal to the prime interest rate published in The Wall Street Journal on the last business day of the preceding calendar quarter. Amounts credited to an employee’s account become payable to the employee upon separation from service, death, unforeseeable emergency, or our change of control. In the event of separation of service, payment is made in a lump sum in the calendar quarter following the calendar quarter in which the separation occurs although if the employee is eligible for retirement upon such separation, payment may be deferred until the following year or the nine subsequent years, and may be made in a lump sum or in installments over a period of up to ten years, depending upon the distribution form elected by the employee. There is no separate funding for the amounts payable under the KEDC Plan, rather we make payment from our general assets.

The DC SERP is an unfunded, non-qualified deferred compensation plan under which benefits are paid from our general assets to provide eligible employees with the opportunity to receive employer contributions on the portion of their eligible compensation that exceeds the IRS Limit. Eligible employees generally are those employees who have completed one year of service with the Company, who have annual base pay of at least 80% of the IRS Limit (or were eligible to participate in the SERP Plan as of December 31, 2007 and ceased to be eligible to participate in the SERP Plan as of January 1, 2008), and who are otherwise designated as eligible by our employee benefits committee. We will make transitional and non-transitional credits to the accounts of eligible participants each pay period. Transitional credits apply only to participants who were eligible to participate in the SERP Plan as of December 31, 2007 but ceased participating in the SERP Plan as of that date and became a participant in the DC SERP on January 1, 2008. The amount of a transitional credit is the product of a participant’s eligible compensation in excess of the IRS Limit and an applicable percentage ranging from 0% to 6% depending upon the age of the participant. Non-transitional credits apply to all eligible participants. The amount of a non-transitional credit is the product of a participant’s eligible compensation in excess of the IRS Limit and 10.5%. All transitional and non-transitional credits are credited to a bookkeeping account and vest upon the earlier of (i) an eligible employee’s attainment of five years of service, (ii) an eligible employee’s attainment of age 65, (iii) an eligible employee’s death, (iv) an eligible employee’s "disability," and (v) a change of control (as defined in the DC SERP) while in our employ. Notwithstanding the preceding, amounts credited to an account are subject to forfeiture if the employee is terminated for cause. Accounts are credited monthly with interest at an annual rate equal to the prime interest rate published in The Wall Street Journal on the last business day of the preceding calendar quarter. Vested amounts credited to an employee’s account become payable in the form of five annual installments beginning upon the later of the employee’s separation from service and age 55, or such later age as the employee may elect. Upon the employee’s death or “disability” or upon our change of control, vested amounts credited to an employee’s account will be paid in a single lump sum.

Employment and Other Compensation Agreements

We have entered into employment agreements with Ms. Katz, Mr. Gold and Mr. Grimes. Each of Mr. Koryl, Ms. Tharp, Mr. Stapleton and Mr. Schulman is a party to a confidentiality, non-competition and termination benefits agreement. Mr. Fung was party to a consulting agreement during his service as Interim Executive Vice President, Chief Financial Officer and Chief Operating Officer.

Employment Agreement with Ms. Katz

In connection with the Acquisition, we entered into a new employment agreement with Karen W. Katz which became effective on October 25, 2013 and will extend until the fourth anniversary thereof and thereafter be subject to automatic one-year renewals of the term if neither party submits a notice of termination at least three months prior to the end of the then-current term. The agreement may be terminated by either party on three months’ notice, subject to severance obligations in the event of termination under certain circumstances described herein. Pursuant to the agreement, Ms. Katz's base salary will not

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be less than $1,070,000 unless the reduction is pursuant to a reduction in the annual salaries of all senior executives by substantially equal amounts or percentages.

Ms. Katz’s agreement also provides that she will participate in our annual incentive bonus plan. The actual amounts will be determined according to the terms of the annual incentive bonus program and will be payable at the discretion of the Compensation Committee. However, Ms. Katz’s agreement provides for a minimum bonus of 50% of her base salary if threshold performance targets are achieved. If applicable goals are met at target level she will be entitled to 125% of base salary while her maximum bonus will be 250% of base salary contingent on the applicable goals being met.

Additionally, Ms. Katz is entitled to receive reimbursement of up to $5,000 for financial and tax planning advice as well as a lump sum cash payment during each year of the employment term in the amount of $15,000 in lieu of any reimbursement of hotel or other lodging expenses incurred in connection with business trips to New York, plus an amount necessary to gross-up such payment for income tax purposes. Ms. Katz's agreement generally also provides for reimbursement of liability for any New York state and city taxes, on an after-tax basis.

The agreement provides that if (i) during the term, her employment is terminated by the Company for any reason other than death, “disability,” or “cause” (each as defined in the employment agreement), (ii) during the term, she terminates her employment for “good reason” or “retirement” (as defined in the employment agreement), or (iii) her employment terminates upon expiration of the term following the provision by us of a notice of non-renewal, and, in any such case, on the date of such termination she has not yet reached age 65, her SERP Plan benefit shall not be reduced according to the terms of the SERP Plan solely by reason of her failure to reach age 65 as of the termination date. During the employment term, she will accrue benefits under the DC SERP, provided that the amounts credited to her account as of the last day of her employment term shall not be less than the present value of the additional benefits she would have accrued under the SERP Plan had it remained in effect.

If we terminate Ms. Katz’s employment without “cause” or if she resigns for “good reason” or following her receipt of a notice of non-renewal from us relating to the employment term, she will be entitled to receive, subject to her execution and non-revocation of a waiver and release agreement, (i) an amount of annual incentive pay equal to a prorated portion of her target bonus amount for the year in which the employment termination date occurs, and (ii) a lump sum equal to (A) 18 times (or 12 times in the case of non-renewal by us) the monthly COBRA premium applicable to Ms. Katz, plus (B) six times the monthly premium if Ms. Katz elected coverage as a retiree under our group medical plan for retired employees in effect under our group medical plan, other than in the case of non-renewal by us, plus (C) two times (or one times in the case of non-renewal by us) the sum of her base salary and target bonus, at the level in effect as of the employment termination date (collectively, the "Severance Payment"). Ms. Katz is also entitled to continuation of certain benefits for a two-year period (or a one-year period in the case of non-renewal by us) following a termination of her employment for any reason as set forth more fully in her employment agreement.

For purposes of Ms. Katz’s employment agreement, “cause” is generally defined as one or more of the following: (i) Ms. Katz’s willful and material failure to substantially perform her duties, or other material breach of her employment agreement; (ii) Ms. Katz’s (A) willful misconduct or (B) gross negligence, in each case which is materially injurious to the Company or any of our affiliates; (iii) Ms. Katz’s willful breach of her fiduciary duty or duty of loyalty to the Company or any of our affiliates; or (iv) Ms. Katz’s commission of any felony or other serious crime involving moral turpitude.

For purposes of Ms. Katz’s employment agreement, “good reason” is generally defined as any of the following without Ms. Katz’s consent: (i) a material failure by the Company to comply with its obligations regarding assumption by a successor, compensation and the related provisions of the employment agreement; (ii) a material reduction in Ms. Katz’s responsibilities or duties; (iii) any relocation of Ms. Katz’s place of business to a location 50 miles or more from the current location; (iv) the reduction in Ms. Katz’s title or reporting relationships; (v) so long as none of Parent's shares or any successor are listed on a national securities exchange, any action or inaction by the Company or Parent's shareholders that prevents Ms. Katz from serving on the Parent Board, other than (A) as required by law, (B) occurs because of a reorganization where Ms. Katz will serve on the board or boards of the successor(s) to our business, or (C) occurs in connection with the termination of Ms. Katz's employment due to death, by us for cause or disability or by Ms. Katz without good reason or for retirement; or (vi) our material breach of the employment agreement.

If Ms. Katz retires from the Company, she will be entitled to receive, subject to her execution and non-revocation of a waiver and release agreement, a lump sum equal to one times the sum of her base salary and target bonus, at the level in effect as of the employment termination date (the "Retirement Payment").

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Ms. Katz will be required to repay the Severance Payment or Retirement Payment, as applicable, if she violates certain restrictive covenants in her agreement or if she is found to have engaged in certain acts of wrongdoing, each as further described in the agreement.

If Ms. Katz’s employment terminates before the end of the term due to her death or “disability” we will pay her or her estate, as applicable, (i) any unpaid salary through the date of termination and any bonus payable for the preceding fiscal year that has otherwise not already been paid, (ii) any accrued but unused vacation days, (iii) any reimbursement for business travel and other expenses to which she is entitled, and (iv) an amount of annual incentive pay equal to a prorated portion of her target bonus amount for the year in which the employment termination date occurs.

Ms. Katz’s agreement also contains obligations on her part regarding non-competition and non-solicitation of employees following the termination of her employment for any reason, confidential information and non-disparagement of us and our business. The non-competition agreement generally prohibits Ms. Katz during employment and for a period of two years after termination from becoming a director, officer, employee or consultant for any competing business that owns or operates a luxury specialty retail store or certain specifically listed businesses. The agreement also requires that she disclose and assign to us any trademarks or inventions developed by her which relate to her employment by us or to our business.

Option and Restricted Stock Agreements with Ms. Katz

Option Agreements.In connection with the Acquisition, the Parent Board granted Ms. Katz 25,099 time-vested stock options that vest on each of the first five anniversaries of the closing date of the Acquisition, subject to continued employment, pursuant to a Time-Vested Non-Qualified Stock Option Agreement dated November 5, 2013 (the “Katz Time-Based Option”). Under the terms of the Katz Time-Based Option, if Ms. Katz’s employment is terminated by us without cause or by her for good reason (as both terms are defined above), by reason of our non-renewal of her employment agreement or on account of Ms. Katz’s retirement, then the stock options that would have vested in the 12-month period following the date of such termination of employment will accelerate and vest. If, following a change in control but before an initial public offering, Ms. Katz’s employment is terminated by us without cause or by her for good reason, the outstanding and unvested stock options subject to time-based vesting will accelerate and vest.

In addition, the Parent Board granted Ms. Katz 25,099 performance-vested stock options that vest upon our achievement of certain performance hurdles pursuant to a Performance-Vested Non-Qualified Stock Option Agreement dated November 5, 2013 (the “Katz Performance-Based Option”). Under the terms of the Katz Performance-Based Option, Ms. Katz will be eligible for vesting upon the achievement of certain performance hurdles in connection with an initial public offering or change of control within 180 days after a termination by us without cause, by Ms. Katz for good reason or by reason of our non-renewal of her employment agreement. Additionally, if Ms. Katz retires on or after October 25, 2016 (the third anniversary of the closing date of the Acquisition) and before October 25, 2017, she will be eligible for partial vesting if a performance hurdle is achieved within 18 months of her retirement. If Ms. Katz retires on or after October 25, 2017, she will be eligible for full vesting if a performance hurdle is achieved within three years of her retirement, in each case subject to a one-year extension of the post-retirement vesting availability period if an initial public offering at a threshold price per share occurs within one year of her retirement.

In connection with a termination of Ms. Katz's employment by the Company without cause, or by Ms. Katz for any reason other than retirement, Ms. Katz will have 180 days following the date of termination to exercise vested stock options. In connection with Ms. Katz's retirement, she will have three years to exercise the vested portion of her time-vested stock options (or four years if an initial public offering at a sufficient price per share occurs within one year following such retirement). If, following a change in control and before an initial public offering, Ms. Katz’s employment is terminated by us without cause or by her for good reason, she will have the right for 90 days following the date of such termination to cause us to repurchase the outstanding vested portion of her time-vested and performance-vested stock options.

Restricted Stock Agreement. In October 2016, the Compensation Committee granted Ms. Katz 4,557 shares of restricted stock pursuant to a restricted stock award agreement ("Katz Restricted Stock Agreement"). Under the terms of the Katz Restricted Stock Agreement, if Ms. Katz’s employment is terminated by us without cause or by her for good reason (as both terms are defined above) or by reason of our non-renewal of her employment agreement, then the restricted shares that would have vested in the 12-month period following the date of such termination of employment will accelerate and vest. If, following a change in control but before an initial public offering, Ms. Katz’s employment is terminated by us without cause or by her for good reason, all outstanding and unvested restricted shares will accelerate and vest. Additionally, if Ms. Katz’s employment is terminated by us without cause or by her for good reason or by reason of our non-renewal of her employment agreement, she will have the ability to exercise a put right and to cause the Company to repurchase her vested shares for the fair market value during the first put period within the twelve months following termination of her employment.

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Employment Agreement with Mr. Gold

In connection with the Acquisition, we entered into a new employment agreement with James J. Gold, President, Specialty Retail, which became effective on October 25, 2013. The employment agreement is for a four-year term with automatic extensions of one year unless either party provides three months’ written notice of non-renewal. The agreement provides that Mr. Gold’s annual base salary will not be less than $770,000, unless the reduction is pursuant to a reduction of the annual salaries of all senior executives by substantially equal amounts or percentages. The agreement also provides that Mr. Gold will participate in the Company’s annual incentive bonus program with a minimum bonus of 25% of his base salary if threshold performance targets are achieved, a target bonus of 75% of his base salary and a maximum bonus of 150% of his base salary. The actual incentive bonus under the agreement will be determined according to the terms of the annual incentive bonus program and will be payable based on the achievement of performance objectives, as determined at the discretion of the Parent Board. Additionally, under the agreement, Mr. Gold is entitled to receive reimbursement of up to $5,000 for financial and tax planning advice.

The agreement provides that if we terminate Mr. Gold's employment without ‘‘cause’’ or if Mr. Gold resigns for ‘‘good reason’’ or following the non-renewal of his agreement by us, he will be entitled to receive, subject to his execution and non-revocation of a waiver and release agreement, (i) an amount of annual incentive pay equal to a prorated portion of his target bonus amount for the year in which the employment termination date occurs, and (ii) a payment equal to (A) 18 times (or 12 times in the case of non-renewal by us) the monthly COBRA premium applicable to Mr. Gold, and (B) one and one-half times (or one times in the case of non-renewal by us) the sum of his base salary and target bonus, at the level in effect as of the employment termination date. The payment described in clause (ii) would be paid in a lump sum to the extent subject to a particular exemption from Section 409A of the Code and otherwise will be paid in installments.

For purposes of the employment agreement, ‘‘cause’’ is generally defined as one or more of the following: (i) Mr. Gold's willful and material failure to substantially perform his duties, or any other material breach of his employment agreement; (ii) Mr. Gold's (A) willful misconduct or (B) gross negligence, in each case which is materially injurious to the Company or any of our affiliates; (iii) Mr. Gold's willful breach of his fiduciary duty or duty of loyalty to the Company or any of our affiliates; or (iv) Mr. Gold's commission of any felony or other serious crime involving moral turpitude.

For purposes of the employment agreement, ‘‘good reason’’ is generally defined as any of the following without Mr. Gold's prior consent: (i) a material failure by the Company to comply with its obligations regarding assumption by a successor, compensation and the related provisions of the employment agreement; (ii) a material reduction in Mr. Gold's responsibilities or duties; (iii) a material change in the geographic location at which Mr. Gold must perform services; (iv) a material reduction in Mr. Gold's title or reporting relationships; or (v) our material breach of the employment agreement.

According to the agreement, Mr. Gold would be required to repay his severance payments if he violates certain restrictive covenants in his agreement or if he is found to have engaged in certain acts of wrongdoing, all as further described in the agreement. According to the agreement, if Mr. Gold's employment terminates before the end of the term due to his death or ‘‘disability,’’ we would pay him or his estate, as applicable, his accrued obligations and an amount of annual incentive pay equal to a prorated portion of his target bonus amount for the year in which the employment termination date occurs.

The agreement also contains obligations regarding non-competition and non-solicitation of employees for 18 months following the termination of Mr. Gold's employment for any reason, confidential information and non-disparagement of us and our business. The agreement also requires that Mr. Gold disclose and assign to us any trademarks or inventions developed by him that relate to his employment by us or to our business.

Confidentiality, Non-Competition and Termination Benefits Agreements with Mr. Koryl, Ms. Tharp, Mr. Stapleton and Mr. Schulman

Messrs. Koryl, Stapleton and Schulman and Ms. Tharp are each party to a confidentiality, non-competition and termination benefits agreement that provides for severance benefits if the employment of the affected individual is terminated by the Company other than in the event of death, “total disability,” termination for “cause” or the executive's resignation for “good reason” (each as defined in the confidentiality, non-competition and termination benefits agreements). These agreements provide for a severance payment equal to one and one-half annual base salary payable over an 18-month period for Mr. Koryl, Mr. Stapleton and Mr. Schulman and a severance payment equal to annual base salary payable over a 12-month period for Ms. Tharp, and reimbursement for monthly COBRA premiums for the same period. Each confidentiality, non-competition and termination benefits agreement contains restrictive covenants, including non-competition and non-solicitation covenants for the applicable 18- or 12-month severance payment period, as a condition to receipt of any payments payable thereunder. In the case of Mr. Schulman, none of these post-termination benefits provisions were triggered by his departure.

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For purposes of these confidentiality, non-competition and termination benefits agreements, ‘‘cause’’ is generally defined as: (i) a breach of duty by the executive in the course of his or her employment involving fraud, acts of dishonesty, disloyalty, or moral turpitude; (ii) conduct that is materially detrimental to the Company, monetarily or otherwise, or reflects unfavorably on the Company or the executive to such an extent that the Company’s best interests reasonably require the termination of the executive’s employment; (iii) the executive’s violation of his or her obligations under the agreement or at law; (iv) the executive’s failure to comply with or enforce Company policies concerning equal employment opportunity, including engaging in sexually or otherwise harassing conduct; (v) the executive’s repeated insubordination or failure to comply with or enforce other personnel policies of the Company or our affiliates; (vi) the executive’s failure to devote his or her full working time and best efforts to the performance of his responsibilities to the Company or our affiliates; or (vii) the executive’s conviction of or entry of a plea agreement or consent decree or similar arrangement with respect to a felony, other serious criminal offense, or any violation of federal or state securities laws.

For purposes of these confidentiality, non-competition and termination benefits agreements, ‘‘good reason’’ is generally defined as any of the following without the executive’s prior consent: (i) a material diminution in the executive’s base compensation; (ii) a material diminution in the executive’s authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the officer to whom the executive is required to report; (iv) a material diminution in the budget over which the executive retains authority; (v) a material change in the geographic location at which the executive must perform services; and (vi) any other action or inaction that constitutes a material breach by the Company of the agreement.

Consulting Agreement with Mr. Fung

Mr. Fung served as our Interim Executive Vice President, Chief Financial Officer and Chief Operating Officer from November 2016 through June 2017 pursuant to a consulting agreement. His consulting agreement provided for an initial term of 180 days, with automatic 30 day extensions.  Mr. Fung received a monthly consulting fee of $60,000 per month during the term of the consulting agreement.  In addition, Mr. Fung's consulting agreement provided eligibility to receive a fee premium, after the end of the consulting arrangement, with a target amount of $60,000 for achieving certain benchmarks determined by the Parent Board or a committee thereof, which fee premium was not paid.  The consulting agreement provided that if Mr. Fung’s consulting services are terminated by the Company for any reason other than for cause (as defined in the consulting agreement), death or disability (as defined in the consulting agreement) or by Mr. Fung due to material breach of the consulting agreement by NMG or Parent, Mr. Fung would receive the monthly consulting fees for the remainder of the initial 180-day term and any earned fee premium.

The consulting agreement provided for an award of time-vested non-qualified stock options and performance-vested non-qualified stock options to purchase a total of 786 shares of Class A common stock and Class B common stock of Parent pursuant to the Management Incentive Plan, which options were formally granted by the Compensation Committee in February 2017.  Additionally, the consulting agreement provided for reimbursement of Mr. Fung's reasonable out-of-pocket expenses in connection with his temporary residence in Dallas, Texas, including round trip airfare for Mr. Fung to Dallas and rental of a furnished apartment (up to a maximum of $5,000 per month) and an automobile (up to a maximum of $1,500 per month).

Employment Agreement with Mr. Grimes

Donald T. Grimes served as our Executive Vice President, Chief Operating Officer and Chief Financial Officer from June 2015 through November 2016. In connection with his election to that position, we entered into an employment agreement with him, effective as of June 15, 2015. Pursuant to the employment agreement, Mr. Grimes’s annual base salary was $725,000. Mr. Grimes participated in our annual incentive bonus program with a target bonus of 75% of his base salary, and a maximum bonus of 150% of his base salary, with the actual incentive bonus determined according to the terms of the annual incentive bonus program and (i) payable based on the achievement of performance objectives, as determined at the discretion of the Parent Board and (ii) subject to Mr. Grimes’s continued employment through the date bonuses are paid, except as otherwise described below. Mr. Grimes also received a signing bonus of $300,000. Mr. Grimes was eligible to participate in our relocation policies applicable to senior executives, and was required to make a prorated repayment because he resigned his employment without "good reason" in November 2016, which was prior to the second anniversary of his start date. Additionally, Mr. Grimes received reimbursement of up to $5,000 for financial and tax planning advice. Mr. Grimes’s employment agreement included certain restrictive covenants, including non-disparagement of us and our business, non-competition and non-solicitation of employees, customers and suppliers, in each case, for 18 months following the termination of his employment for any reason, and provisions regarding confidential information.

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Potential Payments Upon Termination or Change-in-Control

The tables below show certain potential payments that would have been made to the named executive officers if his or her employment had terminated on July 29, 2017 under various scenarios, including a change of control. Because the payments to be made to a named executive officer depend on several factors, the actual amounts to be paid out upon a named executive officer’s termination of employment can only be determined at the time of an executive’s separation from us. See "Employment and Other Compensation Agreements" for a more detailed discussion of the restrictive covenants that are conditions to the receipt of the severance payments.

Messrs. Grimes and Schulman resigned from the Company in November 2016 and May 2017, respectively.  The Company and Mr. Fung agreed not to renew his consulting engagement and such engagement ended on June 30, 2017. As such, none of them is qualified to receive any severance payments nor payments upon a change in control.  Furthermore, in connection with such departures, their outstanding equity awards have been forfeited, except that Mr. Schulman retains his vested and exercisable Co-Invest Options described above under "Outstanding Equity Awards at Fiscal Year End."

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Karen W. Katz

Executive Benefits and Payments Upon Separation	Retirement ($)(1)		Termination due to death ($)(2)		Termination due to disability ($)(3)		Termination without cause or for good reason ($)(4)		Change in Control ($)(5)
Compensation:
Severance	$	1,100,000	$	—	$	—	$	4,950,000	$	—
Bonus	1,375,000		1,375,000		1,375,000		1,375,000		—
Option Acceleration(6)	—		—		—		—		—
Restricted Stock Acceleration(7)	—		—		—		305,252		1,221,276
Benefits & Perquisites:
SERP Enhancement	202,000		—		—		202,000		—
DC SERP	798,633		798,633		798,633		798,633		798,633
Deferred Compensation Plan	721,470		721,470		721,470		721,470		721,470
Long-Term Disability	—		—		240,000		—		—
Health and Welfare Benefits	—		—		—		60,448		—
Life Insurance Benefits	—		1,000,000		—		9,342		—
Total	$	4,197,103	$	3,895,103	$	3,135,103	$	8,422,145	$	2,741,379

(1) Represents a lump sum payment of one times the sum of base salary and target bonus payable if Ms. Katz retires and provides at least 12 months' notice to the Parent Board, the SERP benefit level enhancement provided in Ms. Katz's employment agreement, 12 months' acceleration of Ms. Katz's time-vested stock options and a lump sum payout under the deferred compensation plans. See “Non-qualified Deferred Compensation” for a more detailed discussion of the deferred compensation plans. Additionally, Ms. Katz would receive the SERP benefits as described in footnote (3) to the table under “Pension Benefits” above.

(2) Represents Ms. Katz’s target bonus (payable in a lump sum), a lump sum payout under the deferred compensation plan and defined contribution plan, and a lump sum basic life insurance benefit payment of $1,000,000 payable by the Company’s life insurance provider to Ms. Katz’s beneficiaries upon her death.

(3) Represents Ms. Katz’s target bonus (payable in a lump sum), lump sum payout under the deferred compensation plan and defined contribution plan, and long-term disability payments of $20,000 per month for 12 months payable from the Company’s long-term disability insurance provider.

(4) Represents a lump sum payment of two times target bonus and two times base salary, an additional one times target bonus (payable in a lump sum), the SERP benefit level enhancement provided in Ms. Katz's employment agreement, 12 months' acceleration of Ms. Katz's time-vested stock options and restricted shares, and a lump sum payout under the deferred compensation plan and defined contribution plan. The amount included for health and welfare benefits represents a lump-sum payment equal to the value of 18 months of COBRA premiums and six months of retiree medical premiums. Calculations were based on COBRA rates currently in effect. The amount included for life insurance represents coverage for a period of two years at the same benefit level in effect at the time of termination. Additionally, Ms. Katz would receive the SERP benefits as described in footnote (3) to the table under “Pension Benefits” above. Also see “Employment and Other Compensation Agreements” in this section.

(5) Represents full acceleration of Ms. Katz's time-vested stock options and restricted shares (applicable only in connection with a termination by the Company without cause or by Ms. Katz for good reason (i) prior to an initial public offering and (ii) following a change in control) and a lump sum payout under the deferred compensation plan and defined contribution plan. In connection with such a termination, Ms. Katz would also receive (without duplication) the amounts described in the column under the heading "Termination without cause or for good reason" and the SERP benefits as described in footnote (3) to the table under “Pension Benefits” above.

(6) As of July 29, 2017, the fair market value of Parent common stock underlying Ms. Katz's options was lower than the exercise price of such options.

(7) Amounts reported are based on the fair market value of our Class A Common Stock and Class B Common Stock as of April 30, 2017, the most recent practicable date prior to July 29, 2017.

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James J. Gold

Executive Benefits and Payments Upon Separation	Retirement ($)(1)		Termination due to death ($)(2)		Termination due to disability ($)(3)		Termination without cause or for good reason ($)(4)		Change in Control ($)(5)
Compensation:
Severance	$	—	$	—	$	—	$	2,152,500	$	—
Bonus	—		615,000		615,000		615,000		—
Benefits & Perquisites:
DC SERP	412,711		412,711		412,711		412,711		412,711
Long-Term Disability	—		—		240,000		—		—
Health and Welfare Benefits	—		—		—		59,607		—
Life Insurance Benefits	—		1,000,000		—		—		—
Total	$	412,711	$	2,027,711	$	1,267,711	$	3,239,818	$	412,711

(1) Represents a lump sum payout under the deferred compensation plan. See “Non-qualified Deferred Compensation” for a more detailed discussion.

(2) Represents Mr. Gold’s target bonus, a lump sum payout under the defined contribution plan and a lump sum basic life insurance benefit payment of $1,000,000 payable by the Company’s life insurance provider to Mr. Gold’s beneficiaries upon his death.

(3) Represents Mr. Gold’s target bonus, lump sum payout under the defined contribution plan, and long‑term disability payments of $20,000 per month for 12 months payable from the Company’s long‑term disability insurance provider.

(4) Represents 1.5 times Mr. Gold’s base salary and target bonus, an additional one times target bonus, a payout under the defined contribution plan, and 18 months of COBRA premiums. Calculations were based on COBRA rates currently in effect. All these amounts are payable in a lump sum except for the salary payment to the extent that it is not subject to a particular exemption from Section 409A of the Code, in which case the non‑exempt portion will be paid in installments. See “Employment and Other Compensation Agreements” in this section.

(5) Represents a lump sum payout under the defined contribution plan.

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Executive Benefits and Payments Upon Separation	Retirement ($)(1)		Termination due to death ($)(1)(2)		Termination due to disability ($)(1)(3)		Termination without cause  or for good reason ($)(1)(4)		Change in Control ($)(1)(5)
John E. Koryl
Compensation:
Severance	$	—	$	—	$	—	$	937,500	$	—
Benefits & Perquisites:
DC SERP	168,969		168,969		168,969		168,969		168,969
Long-Term Disability	—		—		240,000		—		—
Health and Welfare Benefits	—		—		—		59,607		—
Life Insurance Benefits	—		1,000,000		—		—		—
Total	$	168,969	$	1,168,969	$	408,969	$	1,166,076	$	168,969
Carrie M. Tharp
Compensation:
Severance	$	—	$	—	$	—	$	430,000	$	—
Benefits & Perquisites:
DC SERP	—		—		—		—		—
Long-Term Disability	—		—		240,000		—		—
Health and Welfare Benefits	—		—		—		21,978		—
Life Insurance Benefits	—		860,000		—		—		—
Total	$	—	$	860,000	$	240,000	$	451,978	$	—
T. Dale Stapleton
Compensation:
Severance	$	—	$	—	$	—	$	595,500	$	—
Benefits & Perquisites:
DC SERP	87,914		87,914		87,914		87,914		87,914
Long-Term Disability	—		—		240,000		—		—
Health and Welfare Benefits	—		—		—		32,967		—
Life Insurance Benefits	—		1,000,000		—		—		—
Total	$	87,914	$	1,087,914	$	327,914	$	716,381	$	87,914

(1) Represents a lump sum payout under the defined contribution plan. See “Non-qualified Deferred Compensation” for a detailed discussion.

(2) Represents a lump sum basic life insurance benefit payment of $1,000,000 payable by the Company’s life insurance provider to each of Mr. Koryl, Ms. Tharp and Mr. Stapleton upon their death and a lump sum payout under the defined contribution plan.

(3) Represents long-term disability payments of $20,000 per month for 12 months payable from the Company’s long-term disability insurance provider and a lump sum payout under the defined contribution plan.

(4) Represents a lump sum payment of 1.5 times base salary Mr. Koryl and Mr. Stapleton and 1 times base salary for Ms. Tharp. The amount included for health and welfare benefits represents a continuation of COBRA benefits for a period of 18 months for Mr. Koryl and Mr. Stapleton and 12 months for Ms. Tharp. Calculations were based on COBRA rates currently in effect. See “Employment and Other Compensation Agreements” in this section.

(5) Represents a lump sum payout under the DC SERP.

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Director Compensation

The Parent Board sets the compensation for each director who is not an officer of or otherwise employed by us (a "non‑executive director"). Non‑executive directors who are employed by Ares or CPPIB or their respective affiliates do not receive compensation for their services as directors. Ms. Aufreiter and Messrs. Axelrod, Bourguignon and Brotman are not employed by Ares or CPPIB or their respective affiliates and are the only directors who earned compensation for services as a director for fiscal year 2017. Pursuant to board service agreements entered into between Parent and each of the non‑executive officers, each non‑executive director receives an annual fee of $50,000 for his or her service as a director on the Parent Board. Such fee will be prorated for the actual number of days served in any quarter and is paid in arrears following the end of each quarter. The non‑executive directors are also reimbursed for any out‑of‑pocket expenses. Actual fees earned in fiscal year 2017 are set forth in the Director Summary Compensation table below.

Director Summary Compensation Table

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		Total ($)
Nora A. Aufreiter	$	50,000	$	—	$	50,000
Norman H. Axelrod	50,000		—		50,000
Philippe E. Bourguignon	50,000		—		50,000
Adam B. Brotman	50,000		—		50,000

(1) Each director listed in the table above holds 393 time‑vested stock options, of which 235 are vested, and 393 performance‑based stock options, none of which are vested, to purchase Class A Common Stock and Class B Common Stock at an aggregate exercise price of $1,000 per unit, consisting of a share of Class A Common Stock and Class B Common Stock together.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information regarding equity compensation plans of Parent approved by stockholders and equity compensation plans of Parent not approved by stockholders as of July 29, 2017.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by stockholders	196,416	(1)	$	853.81	49,109	(1)
			.
Equity compensation plans not approved by stockholders	—		—		—
Total	196,416		$	853.81	49,109

(1) This number represents shares of Class A Common Stock and Class B Common Stock issuable under the Management Incentive Plan that was approved by holders of a majority of the shares of Parent common stock on October 25, 2013 and the NM Mariposa Holdings, Inc. Vice President Long Term Incentive Plan (the "VP Long Term Incentive Plan") that was approved by a majority of the shares of Parent common stock on February 25, 2014. The Management Incentive Plan became effective on October 25, 2013 and will expire on October 25, 2023 and the VP Long Term Incentive Plan became effective on February 25, 2014 and will expire on February 25, 2024.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of September 21, 2017, certain information relating to the beneficial ownership of the common stock of Parent, the sole member of Holdings, which in turn is the sole member of the Company, by (i) each person or group known by us to own beneficially more than 5% of the outstanding shares of Class A Common Stock and Class B Common Stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our executive officers and directors as a group. Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, Parent common stock issuable pursuant to options exercisable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe, based on the information furnished to us, that each beneficial owner identified in the table below possesses sole voting and investment power over all Parent common stock shown as beneficially owned by the beneficial owner. The information in the table below does not necessarily indicate beneficial ownership for any other purpose. The percentages of shares outstanding provided in the table below are based on 1,579,454 shares of Class A Common Stock and 1,579,454 shares of Class B Common Stock outstanding as of September 21, 2017.

Name of Beneficial Owner (1)(2)	Number of Shares of Class A Common Stock Beneficially Owned	Percent of Class A Common Stock Beneficially Owned		Number of Shares of Class B Common Stock Beneficially Owned		Percent of Class B Common Stock Beneficially Owned
Affiliates of Ares Management, L.P. (3)	929,454	58.85	%	1,152,504	(4)	72.97	%
CPP Investment Board (USRE) Inc. (5)	929,454	58.85	%	706,404		44.72	%
Norman Axelrod (6)	235	0.01	%	235		0.01	%
Nora Aufreiter (6)	235	0.01	%	235		0.01	%
Phillip Bourguignon (6)	235	0.01	%	235		0.01	%
Adam Brotman (6)(7)	235	0.01	%	235		0.01	%
David Kaplan (8)	—	—		—		—
Dennis Gies (8)	—	—		—		—
Scott Nishi (9)	—	—		—		—
Graeme Eadie (9)	—	—		—		—
Karen W. Katz (6)	44,102	2.72	%	44,102		2.72	%
James J. Gold (6)	18,083	1.13	%	18,083		1.13	%
John E. Koryl (6) (10)	11,353	0.71	%	11,353		0.71	%
Carrie M. Tharp (6)	611	0.04	%	611		0.04	%
T. Dale Stapleton (6)	2,132	0.13	%	2,132		0.13	%
Michael Fung	—	—		—		—
Donald T. Grimes	—	—		—		—
Joshua G. Schulman (6)	3,407	0.22	%	3,407		0.22	%
All current executive officers and directors as a group (17 persons) (11)	—	—		—		—

(1) Except as otherwise noted, the address of each beneficial owner is c/o Neiman Marcus, 1618 Main Street, Dallas, Texas 75201.

(2) Pursuant to the terms of the Stockholders Agreement, each of our Sponsors has the right to designate three members of the Parent Board and to jointly designate two independent members of the Parent Board, in each case for so long as they or their respective affiliates own at least 25% of the shares of Class A Common Stock that they owned as of the closing of the Acquisition. Each stockholder that is a party to the Stockholders Agreement has agreed to vote their shares of Parent common stock in favor of such designees. The Stockholders Agreement also contains significant transfer restrictions and certain rights of first offer, tag-along rights, and drag-along rights. As a result, each of our Sponsors may be deemed to be the beneficial owner of the Class A Common Stock and Class B Common Stock

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directly owned by the other parties to the Stockholders Agreement, including the other Sponsor. While our Sponsors have shared beneficial ownership of the shares of Parent common stock directly owned by the other parties to the Stockholders Agreement, each of our Sponsors expressly disclaims beneficial ownership of the shares of Class A Common Stock and Class B Common Stock directly held by the other Sponsor, and, as a result, such shares have not been included in the table above for purposes of calculating the number of shares beneficially owned by affiliates of Ares Management, L.P. ("Ares Management") or CPP Investment Board (USRE) Inc.

For additional detail regarding the Stockholders Agreement, see “Certain Relationships and Related Transactions, and Director Independence—Stockholders Agreement.”

(3) Represents shares of Parent common stock held directly by Ares Corporate Opportunities Fund III, L.P. ("ACOF III"), Ares Corporate Opportunities Fund IV, L.P. ("ACOF IV") and ACOF Mariposa Holdings LLC ("ACOF Mariposa"). The manager of ACOF III is ACOF Operating Manager III, LLC ("ACOF Operating Manager III"), and the sole member of ACOF Operating Manager III is Ares Management LLC. The manager of ACOF IV is ACOF Operating Manager IV, LLC ("ACOF Operating Manager IV"), and the sole member of ACOF Operating Manager IV is Ares Management LLC. The manager of ACOF Mariposa is ACOF IV.

The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management. The general partner of Ares Management is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners" and, together with ACOF III, ACOF IV, ACOF Mariposa, ACOF Operating Manager III, ACOF Operating Manager IV, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. Decisions by Ares Partners’ board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. Each of the Ares Entities (other than each of ACOF III, ACOF IV and ACOF Mariposa with respect to the shares held directly by it) and the members of Ares Partners’ board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of the shares of Parent common stock. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067.

(4) 223,050 of these shares of Class B Common Stock are subject to (i) a call right that allows CPP Investment Board (USRE) Inc. to repurchase such shares at any time for de minimis consideration and (ii) a proxy set forth in the Stockholders Agreement which may be exercised if ACOF Mariposa fails to take certain actions requested by CPP Investment Board (USRE) Inc. to elect or remove the directors of Parent or certain other matters.

(5) CPP Investment Board (USRE) Inc. is a wholly owned subsidiary of Canada Pension Plan Investment Board ("CPPIB"). CPPIB is managed by a board of directors. Because the board of directors acts by consensus/majority approval, none of the directors of the board of directors has sole voting or dispositive power with respect to the shares of common stock of Parent owned by CPP Investment Board (USRE) Inc. The address of each of CPP Investment Board (USRE) Inc. and CPPIB is c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON, M5C 2W5.

(6) Consists of (i) shares of Class A Common Stock and Class B Common Stock issuable upon the exercise of options which are currently exercisable or which will become exercisable within 60 days of September 21, 2017 and (ii) in the case of Ms. Katz, Messrs. Gold and Koryl, Ms. Tharp and Mr. Stapleton, outstanding restricted shares of Class A Common Stock and Class B Common Stock , all of which shares are subject to the provisions of the Stockholders Agreement. In the case of Ms. Aufreiter and Messrs. Axelrod and Bourguignon, excludes shares of Class A Common Stock and Class B Common Stock held directly by such persons and in which such persons have a pecuniary interest but that are deemed to be beneficially owned by our Sponsors by virtue of the Stockholders Agreement.

(7) Mr. Brotman’s address is c/o of Starbucks, 2401 Utah Avenue S, Seattle, Washington 98134.

(8) The address of Messrs. Kaplan and Gies is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. Mr. Kaplan is a Senior Partner of Ares Management GP and a Senior Partner of Ares Management, Co-Head of its Private Equity Group and a member of its board of managers. Mr. Gies is a Principal in the Private Equity Group of Ares Management. Messrs. Kaplan and Gies each expressly disclaim beneficial ownership of the shares of Parent common stock owned by the Ares Entities.

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(9) The address of Messrs. Eadie and Nishi is c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2600, Toronto, ON, M5C 2W5. Mr. Eadie is Senior Managing Director at CPPIB Equity. Mr. Nishi is a Principal at CPPIB Equity. Messrs. Eadie and Nishi each expressly disclaim beneficial ownership of the shares of Parent common stock owned by CPP Investment Board (USRE) Inc.

(10) Mr. Koryl's shares of Class A Common Stock and Class B Common Stock and options to purchase shares of Class A Common Stock and Class B Common Stock are held by trusts for the benefit of his family.

(11) Excludes shares of Class A Common Stock and Class B Common Stock in which such persons have a pecuniary interest but that are deemed to be beneficially owned by our Sponsors by virtue of the Stockholders Agreement.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Stockholders Agreement

Upon completion of the Acquisition, Parent entered into the Stockholders Agreement, dated as of October 25, 2013, among Parent and each of its stockholders (the "Stockholders Agreement"). Pursuant to the terms of the Stockholders Agreement, each of our Sponsors has the right to designate three members of the Parent Board and to jointly designate two independent members of the Parent Board, in each case for so long as they or their respective affiliates own at least 25% of the shares of Class A Common Stock that they owned as of the closing of the Acquisition. The Stockholders Agreement also provides for the election of the then current chief executive officer of Parent to the Parent Board and, to the extent permitted by applicable laws and regulations and subject to certain exceptions, for equal representation on the boards of directors of our subsidiaries with respect to directors designated by our Sponsors and the appointment of at least one of the directors designated by each Sponsor to each committee of the Parent Board.

In addition, certain significant corporate actions require either (i) the approval of a majority of directors on the Parent Board, including at least one director designated by each of our Sponsors, or (ii) the approval of our Sponsors, in each case subject to the requirement that the applicable Sponsor and its affiliates own at least ten percent of the then outstanding shares of Class A Common Stock. These actions include the incurrence of additional indebtedness over $10 million in the aggregate outstanding at any time (subject to certain exceptions), the issuance or sale of any of our capital stock over $25 million in the aggregate (subject to certain exceptions), the sale, transfer or acquisition of any assets with a value of over $10 million outside the ordinary course of business, the declaration or payment of dividends (subject to certain exceptions), entering into any merger, reorganization or recapitalization (subject to certain exceptions), amendments to Parent’s charter or bylaws, approval of our annual budget and other similar actions.

The Stockholders Agreement also contains significant transfer restrictions and certain rights of first offer, tag‑along rights and drag‑along rights. In addition, the Stockholders Agreement contains registration rights that, among other things, require Parent to register common stock held by the stockholders who are parties to the Stockholders Agreement if Parent registers for sale, either for its own account or for the account of others, shares of its common stock, subject to certain exceptions.

Under the Stockholders Agreement, certain affiliate transactions, including certain affiliate transactions between us, on the one hand, and our Sponsors or any of their respective affiliates, on the other hand, require either the approval of (i) a majority of disinterested directors or (ii) the holders of a majority of the shares of Class A Common Stock held by certain institutional stockholders who are parties to the Stockholders Agreement.

Management Services Agreements

Upon completion of the Acquisition, NMG and Parent entered into management services agreements, dated as of October 25, 2013, among NMG, Parent and affiliates of our Sponsors (the "Management Services Agreements"). Under each of the Management Services Agreements, affiliates of our Sponsors provide NMG and Parent with certain management and financial services. In exchange for such services, NMG and Parent have agreed to reimburse affiliates of our Sponsors for certain expenses and provide customary indemnification. For fiscal year 2017, $61,598 was reimbursed to affiliates of Ares and $54,955 was reimbursed to affiliates of CPPIB.

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Senior Secured Term Loan Facility

Upon the closing of the Acquisition, we entered into the Senior Secured Term Loan Facility, under which various funds affiliated with Ares, one of our Sponsors, are lenders. As of July 29, 2017, these affiliated funds had term loans in the amount of $10.5 million. In fiscal year 2017, an aggregate of $0.3 million in principal and $1.7 million in interest was paid to affiliates of Ares in respect of amounts borrowed under the Senior Secured Term Loan Facility, the largest amount of principal on term loans held by affiliates of Ares during this period was $48.3 million and interest on these borrowings accrued at a weighted average rate of 4.26% per year. As of July 29, 2017, borrowings under the Senior Secured Term Loan Facility accrued interest at a rate of 4.47% per year.

Director Independence

Though not formally considered by the Parent Board because we are not a listed issuer, we have evaluated the independence of the members of the Parent Board using the independence standards of the New York Stock Exchange. We believe that Ms. Aufreiter and Messrs. Axelrod, Bourguignon, Brotman, Eadie, Gies, Kaplan and Nishi are independent directors within the meaning of the listing standards of the New York Stock Exchange.

Indemnification of Officers, Directors and Our Sole Member

Parent’s certificate of incorporation and bylaws provide that Parent will indemnify each of its directors and officers to the fullest extent permitted by Delaware law. Our operating agreement also contains similar provisions relating to our executive officers and Holdings, our sole member. In addition, Parent’s certificate of incorporation and bylaws contain provisions limiting our directors’ obligations in respect of corporate opportunities.

Purchases of Products in the Ordinary Course of Business

Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from time to time in the ordinary course of business, primarily for the purchase of merchandise. Our executive officers and certain of our non-employee directors receive a merchandise discount on the same basis available to all of our employees. We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us.

Review, Approval or Ratification of Transactions with Related Persons

Although we have not adopted formal procedures for the review, approval or ratification of transactions with related persons, the Parent Board reviews potential transactions with those parties we have identified as related parties prior to the consummation of the transaction, and we adhere to the general policy that such transactions should only be entered into if they are approved by the Parent Board, in accordance with applicable law, and in accordance with the restrictions on affiliate transactions in the Stockholders Agreement.

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

The Audit Committee pre-approves the use of audit and audit-related services following approval of the independent registered public accounting firm’s audit plan. All services detailed in the audit plan are considered pre-approved. If, during the course of the audit, the independent registered public accounting firm expects fees to exceed the approved fee estimate, those fees must be approved in advance by the Audit Committee.

Principal Accounting Fees and Services

Audit Fees.  The aggregate fees billed for the audits of the Company’s annual financial statements for the fiscal years ended July 29, 2017 and July 30, 2016 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q were $1,514,000 and $1,574,000, respectively.

Audit-Related Fees.  The aggregate fees billed for audit-related services for the fiscal years ended July 29, 2017 and July 30, 2016 were $70,000 and $112,000, respectively. These fees related to accounting research and consultation services.

Tax Fees.  The aggregate fees billed for tax services for the fiscal years ended July 29, 2017 and July 30, 2016 were $636,000 and $552,000, respectively. These fees are related to tax compliance and planning.

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All Other Fees.  The aggregate fees billed for all other services not included above for the fiscal years ended July 29, 2017 and July 30, 2016 totaled approximately $210,000 and $293,000, respectively.  These fees primarily related to permitted advisory services.

The Audit Committee has considered and concluded that the provision of permissible non-audit services is compatible with maintaining our independent registered public accounting firm’s independence.

PART IV

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report.

1. Financial Statements

The list of financial statements required by this item is set forth in Item 8.

2. Index to Financial Statement Schedules

	Page Number
Report of Independent Registered Public Accounting Firm	F-3
Schedule II—Valuation and Qualifying Accounts and Reserves	103

All other financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable.

3.Exhibits

Note Regarding Corporate Names

Exhibit titles and references to previous filings below refer to entities by their historical names at the time the documents filed in the respective exhibits were created or filed, as applicable.  In some cases, entities’ names have subsequently changed:

• Newton Acquisition, Inc. was renamed Neiman Marcus, Inc. in February 2006;

• Newton Acquisition Merger Sub, Inc. merged with and into The Neiman Marcus Group, Inc. in October 2005, with The Neiman Marcus Group, Inc. continuing as the surviving corporation;

• Neiman Marcus, Inc. was renamed Neiman Marcus Group LTD Inc. on August 28, 2013;

• Neiman Marcus Group LTD Inc. was renamed Neiman Marcus Group LTD LLC on October 28, 2013;

• The Neiman Marcus Group, Inc. was renamed The Neiman Marcus Group LLC on October 28, 2013; and

• NM Mariposa Holdings, Inc. was renamed Neiman Marcus Group, Inc. on May 29, 2015.  

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Exhibit		Method of Filing
3.1	Certificate of Formation of the Company, dated as of October 28, 2013.	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 2, 2013.
3.2	Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 28, 2013.	Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on October 29, 2013.
4.1	Senior Cash Pay Notes Indenture, dated as of October 21, 2013, between Mariposa Merger Sub LLC, Mariposa Borrower, Inc. and U.S. Bank National Association, as trustee.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
4.2	Senior PIK Toggle Notes Indenture, dated as of October 21, 2013, between Mariposa Merger Sub LLC, Mariposa Borrower, Inc. and U.S. Bank National Association, as trustee.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
4.3	Indenture, dated as of May 27, 1998, between The Neiman Marcus Group, Inc. and The Bank of New York, as trustee.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 1, 2009.
4.4	Form of 7.125% Senior Debentures Due 2028, dated May 27, 1998.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 1, 2009.
4.5	First Supplemental Indenture, dated as of July 11, 2006, to the Indenture, dated as of May 27, 1998, among The Neiman Marcus Group, Inc., Neiman Marcus, Inc., and The Bank of New York Trust Company, N.A., as successor trustee.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended July 30, 2011.
4.6	Second Supplemental Indenture, dated as of August 14, 2006, to the Indenture, dated as of May 27, 1998, among The Neiman Marcus Group, Inc., Neiman Marcus, Inc., and The Bank of New York Trust Company, N.A., as successor trustee.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended July 30, 2011.
4.7	First Supplemental Indenture, dated as of October 25, 2013, to the Senior Cash Pay Notes Indenture, dated as of October 21, 2013, among the Company (as successor by merger of Mariposa Merger Sub LLC), Mariposa Borrower, Inc., each of the subsidiary guarantors named therein and U.S. Bank National Association, as trustee.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
4.8	First Supplemental Indenture, dated as of October 25, 2013, to the Senior PIK Toggle Notes Indenture, dated as of October 21, 2013, among the Company (as successor by merger of Mariposa Merger Sub LLC), Mariposa Borrower, Inc., each of the subsidiary guarantors named therein and U.S. Bank National Association, as trustee.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
10.1	Term Loan Credit Agreement, dated as of October 25, 2013, among Mariposa Intermediate Holdings LLC, the Company (as successor by merger to Mariposa Merger Sub LLC), the subsidiaries of the Company from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative and Collateral Agent, and the lenders thereunder.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
10.2	Refinancing Amendment, dated March 13, 2014, among the Company as Borrower, Mariposa Intermediate Holdings LLC, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and the banks and other financial institutions party thereto as lenders.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on March 13, 2014.
10.3	Revolving Credit Agreement, dated as of October 25, 2013, among Mariposa Intermediate Holdings LLC, the Company (as successor by merger to Mariposa Merger Sub LLC), the subsidiaries of the Company from time to time party thereto, Deutsche Bank AG New York Branch, as Administrative and Collateral Agent, and the lenders thereunder.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.

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10.4	First Incremental Amendment to Revolving Credit Agreement, dated October 10, 2014, among Neiman Marcus Group LTD LLC as Borrower, Mariposa Intermediate Holdings LLC, the co-borrowers and subsidiary loan parties party thereto, each of the banks and other financial institutions party thereto as lenders and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 16, 2014.
10.5	Second Amendment to Revolving Credit Agreement, dated as of October 27, 2016 among Neiman Marcus Group LTD LLC, as Borrower, Mariposa Intermediate Holdings LLC, as Holdings, each co-borrower and subsidiary loan party party thereto, each of the banks and other financial institutions party thereto as lenders and/or issuing banks and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 27, 2016.
10.6	Employment Agreement, dated as of October 25, 2013, by and among The Neiman Marcus Group LLC, the Company and Karen Katz.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
10.7	Employment Agreement between The Neiman Marcus Group LLC and Donald T. Grimes effective as of June 15, 2015.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on June 3, 2015.
10.8	Consulting Agreement, dated November 25, 2016, by and among The Neiman Marcus Group LLC, Neiman Marcus Group, Inc. and Michael Fung.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on November 25, 2016.
10.9	Employment Agreement, dated as of October 25, 2013, by and among The Neiman Marcus Group LLC, the Company and James J. Gold.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
10.10	NM Mariposa Holdings, Inc. Management Equity Incentive Plan dated October 25, 2013.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
10.11	First Amendment to Neiman Marcus Group, Inc. (f/k/a NM Mariposa Holdings, Inc.) Management Equity Incentive Plan.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on November 2, 2016.
10.12	Form of Neiman Marcus Group, Inc. Co-Invest Options Non-Qualified Stock Option Agreement pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan.	Filed herewith.
10.13	Form of Neiman Marcus Group, Inc. Time-Vested Option Non-Qualified Stock Option Agreement pursuant to the Neiman Marcus Group, Inc. (NM Mariposa Holdings, Inc.) Management Equity Incentive Plan.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
10.14	Form of Neiman Marcus Group, Inc. Performance-Vested Option Non-Qualified Stock Option Agreement pursuant to the Neiman Marcus Group, Inc. (f/k/a NM Mariposa Holdings, Inc.) Management Equity Incentive Plan.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 29, 2013.
10.15	Form of Restricted Stock Agreement pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on November 2, 2016.
10.16	Form of Restricted Stock Agreement pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan by and between Neiman Marcus Group, Inc. and Karen W. Katz.	Incorporated herein by reference to the Company's Current Report on Form 8-K filed on November 2, 2016.
10.17	Second Amended and Restated Credit Card Program Agreement, dated as of July 15, 2013, by and among The Neiman Marcus Group, Inc., Bergdorf Goodman, Inc., and Capital One, National Association. (1)	Incorporated herein by reference to the Company’s Amendment No. 1 to the Form S-1 Registration Statement dated August 7, 2013.

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10.18	Second Amended and Restated Servicing Agreement, dated as of July 15, 2013, between The Neiman Marcus Group, Inc. and Capital One, National Association. (1)	Incorporated herein by reference to the Company’s Amendment No. 1 to the Form S-1 Registration Statement dated August 7, 2013.
10.19	Form of Confidentiality, Non-Competition and Termination Benefits Agreement by and between The Neiman Marcus Group, Inc. and certain eligible key employees.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended July 30, 2011.
10.20	Form of Amendment to the Confidentiality, Non-Competition and Termination Benefits Agreement effective as of January 1, 2009 by and between The Neiman Marcus Group, Inc., a Delaware corporation, and certain eligible key employees.	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009.
10.21	The Neiman Marcus Group, Inc. Key Employee Deferred Compensation Plan amended and restated effective January 1, 2008.	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 26, 2008.
10.22	Amendment No. 1 effective as of January 1, 2008 to The Neiman Marcus Group, Inc. Key Employee Deferred Compensation Plan.	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009.
10.23	Amendment No. 2 effective as of July 16, 2009 to The Neiman Marcus Group, Inc. Key Employee Deferred Compensation Plan.	Filed herewith.
10.24	The Neiman Marcus Group, Inc. Supplemental Executive Retirement Plan as amended and restated effective January 1, 2009.	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009.
10.25	Amendment No. 1 to The Neiman Marcus Group, Inc. Supplemental Executive Retirement Plan dated July 17, 2010.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010.
10.26	The Neiman Marcus Group, Inc. Defined Contribution Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2008.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2008.
10.27	Amendment No. 1 effective January 1, 2008 to the Amended and Restated Neiman Marcus Group, Inc. Defined Contribution Supplemental Executive Retirement Plan.	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009.
10.28	Amendment No. 2 to the Amended and Restated Neiman Marcus Group, Inc. Defined Contribution Supplemental Executive Retirement Plan dated July 17, 2010.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010.
10.29	Amendment No. 3 to the Amended and Restated Neiman Marcus Group, Inc. Defined Contribution Supplemental Executive Retirement Plan dated December 16, 2010.	Filed herewith.
10.30	Management Services Agreement, dated October 25, 2013, by and among NM Mariposa Holdings, Inc., The Neiman Marcus Group, Inc. and ACOF Operating Manager III, LLC.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2014.
10.31	Management Services Agreement, dated October 25, 2013, by and among NM Mariposa Holdings, Inc., The Neiman Marcus Group, Inc. and ACOF Operating Manager IV, LLC.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2014.

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10.32	Management Services Agreement, dated October 25, 2013, by and among NM Mariposa Holdings, Inc., The Neiman Marcus Group, Inc. and CPPIB Equity Investments Inc.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2014.
10.33	Director Services Agreement, dated January 29, 2014, by and between NM Mariposa Holdings, Inc. and Nora Aufreiter.	Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended February 1, 2014.
10.34	Director Services Agreement, dated April 30, 2014, by and between NM Mariposa Holdings, Inc. and Philippe Bourguignon.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2014.
10.35	Director Services Agreement, dated April 30, 2014, by and between NM Mariposa Holdings, Inc. and Adam Brotman.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 2, 2014.
12.1	Computation of Ratio of Earnings to Fixed Charges.	Filed herewith.
14.1	The Neiman Marcus Group, Inc. Code of Ethics and Conduct.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 3, 2013.
14.2	The Neiman Marcus Group, Inc. Code of Ethics for Financial Professionals.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010.
21.1	Subsidiaries of the Company.	Filed herewith.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
31.2	Certification of Interim Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32.1	Certifications of Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith.
101.INS	XBRL Instance Document	Filed herewith electronically.
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith electronically.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith electronically.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith electronically.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith electronically.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith electronically.

(1) Portions of these exhibits have been omitted pursuant to a request for confidential treatment.

101

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Management’s Report on Internal Control Over Financial Reporting	F-2
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Comprehensive Loss	F-6
Consolidated Statements of Cash Flows	F-7
Consolidated Statements of Member Equity	F-8
Notes to Consolidated Financial Statements	F-9
Schedule II - Valuation and Qualifying Accounts and Reserves	103

F-1

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We are responsible for the integrity and objectivity of the financial and operating information contained in this Annual Report, including the consolidated financial statements covered by the Report of Independent Registered Public Accounting Firm. These statements were prepared in conformity with generally accepted accounting principles and include amounts that are based on our best estimates and judgment.

We maintain a system of internal controls, which provides management with reasonable assurance that transactions are recorded and executed in accordance with its authorizations, assets are properly safeguarded and accounted for, and records are maintained so as to permit preparation of financial statements in accordance with generally accepted accounting principles. This system includes written policies and procedures, an organizational structure that segregates duties, financial reviews and a comprehensive program of periodic audits by the internal auditors. We have also instituted policies and guidelines, which require employees to maintain a high level of ethical standards.

In addition, the Audit Committee of the Board of Directors meets periodically with management, the internal auditors and the independent registered public accounting firm to review internal accounting controls, audit results and accounting principles and practices and annually recommends to the Board of Directors the selection of the independent registered public accounting firm.

We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Under our supervision and with the participation of other key members of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of July 29, 2017. During its assessment, management did not identify any material weaknesses in our internal control over financial reporting.

KAREN W. KATZ

President and Chief Executive Officer

T. DALE STAPLETON

Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Member of Neiman Marcus Group LTD LLC

We have audited the accompanying consolidated balance sheets of Neiman Marcus Group LTD LLC (the "Company") as of July 29, 2017 and July 30, 2016, and the related consolidated statements of operations, comprehensive loss, cash flows and member equity for each of the three fiscal years in the period ended July 29, 2017. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Neiman Marcus Group LTD LLC at July 29, 2017 and July 30, 2016, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended July 29, 2017 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 1 to the Consolidated Financial Statements, the Company changed its method for testing goodwill for impairment as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". Our opinion is not modified with respect to this matter.

/S/ ERNST & YOUNG LLP

Dallas, Texas

October 10, 2017

F-3

NEIMAN MARCUS GROUP LTD LLC

CONSOLIDATED BALANCE SHEETS

(in thousands, except units)	July 29, 2017			July 30, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	49,239		$	61,843
Credit card receivables	38,836			38,813
Merchandise inventories	1,153,657			1,125,325
Other current assets	137,118			108,065
Total current assets	1,378,850			1,334,046
Property and equipment, net	1,586,961			1,588,121
Favorable lease commitments, net	930,585			985,534
Other definite-lived intangible assets, net	401,081			451,722
Tradenames	1,499,750			1,807,246
Goodwill	1,880,894			2,072,818
Other long-term assets	25,395			17,401
Total assets	$	7,703,516		$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	316,830		$	317,736
Accrued liabilities	456,937			492,646
Current portion of long-term debt	29,426			29,426
Total current liabilities	803,193			839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	4,675,540			4,584,281
Deferred income taxes	1,156,833			1,296,793
Deferred real estate credits and deferred financing obligations	201,892			127,618
Other long-term liabilities	399,406			465,257
Total long-term liabilities	6,433,671			6,473,949
Membership unit (1 unit issued and outstanding at July 29, 2017 and July 30, 2016)	—			—
Member capital	1,587,086			1,584,216
Accumulated other comprehensive loss	(63,431		)	(115,841		)
Accumulated deficit	(1,057,003		)	(525,244		)
Total member equity	466,652			943,131
Total liabilities and member equity	$	7,703,516		$	8,256,888

See Notes to Consolidated Financial Statements.

F-4

NEIMAN MARCUS GROUP LTD LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Revenues	$	4,705,993		$	4,949,472		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	3,220,027			3,322,508			3,305,478
Selling, general and administrative expenses (excluding depreciation)	1,129,309			1,117,928			1,162,075
Income from credit card program	(60,082		)	(60,648		)	(52,769		)
Depreciation expense	225,463			226,868			185,550
Amortization of intangible assets	50,769			57,011			82,953
Amortization of favorable lease commitments	53,262			54,178			54,327
Other expenses	29,730			27,127			39,474
Impairment charges	510,736			466,155			—
Operating earnings (loss)	(453,221		)	(261,655		)	317,999
Interest expense, net	295,668			285,596			289,923
Earnings (loss) before income taxes	(748,889		)	(547,251		)	28,076
Income tax expense (benefit)	(217,130		)	(141,141		)	13,127
Net earnings (loss)	$	(531,759	)	$	(406,110	)	$	14,949

See Notes to Consolidated Financial Statements.

F-5

NEIMAN MARCUS GROUP LTD LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Net earnings (loss)	$	(531,759	)	$	(406,110	)	$	14,949
Other comprehensive earnings (loss):
Foreign currency translation adjustments, before tax	9,297			(2,663		)	(21,910		)
Change in unrealized gain (loss) on financial instruments, before tax	14,306			(11,266		)	(3,076		)
Reclassification of realized loss on financial instruments to earnings, before tax	6,615			576			—
Change in unrealized loss on unfunded benefit obligations, before tax	52,832			(91,828		)	(24,737		)
Tax effect related to items of other comprehensive earnings (loss)	(30,640		)	40,568			15,924
Total other comprehensive earnings (loss)	52,410			(64,613		)	(33,799		)
Total comprehensive loss	$	(479,349	)	$	(470,723	)	$	(18,850	)

See Notes to Consolidated Financial Statements.

F-6

NEIMAN MARCUS GROUP LTD LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS 

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)	$	(531,759	)	$	(406,110	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by  operating activities:
Depreciation and amortization expense	354,004			362,629			347,390
Impairment charges	510,736			466,155			—
Deferred income taxes	(171,152		)	(102,841		)	(69,736		)
Payment-in-kind interest	16,599			—			—
Other	(3,244		)	(11,945		)	17,712
	175,184			307,888			310,315
Changes in operating assets and liabilities:
Merchandise inventories	(25,852		)	29,046			(52,641		)
Other current assets	(30,357		)	(20,758		)	(17,314		)
Accounts payable and accrued liabilities	1,268			(43,877		)	(45,756		)
Deferred real estate credits	37,431			38,293			34,708
Funding of defined benefit pension plan	(10,700		)	—			—
Net cash provided by operating activities	146,974			310,592			229,312
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures	(204,636		)	(301,445		)	(270,468		)
Acquisition of MyTheresa	—			(896		)	(181,727		)
Net cash used for investing activities	(204,636		)	(302,341		)	(452,195		)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under senior secured asset-based revolving credit facility	889,000			555,000			530,000
Repayment of borrowings under senior secured asset-based revolving credit facility	(791,000		)	(520,000		)	(400,000		)
Repayment of borrowings under senior secured term loan facility	(29,426		)	(29,426		)	(29,427		)
Payment of contingent earn-out obligation	(22,857		)	(27,185		)	—
Debt issuance costs paid	(5,359		)	—			(265		)
Net cash provided by (used for) financing activities	40,358			(21,611		)	100,308
Effect of exchange rate changes on cash and cash equivalents	4,700			2,229			(927		)
CASH AND CASH EQUIVALENTS
Decrease during the period	(12,604		)	(11,131		)	(123,502		)
Beginning balance	61,843			72,974			196,476
Ending balance	$	49,239		$	61,843		$	72,974
Supplemental Schedule of Cash Flow Information
Cash paid (received) during the period for:
Interest	$	286,746		$	268,657		$	267,368
Income taxes	$	(42,264	)	$	(19,207	)	$	85,203
Non-cash - investing and financing activities:
Property and equipment acquired through developer financing obligations	$	50,799		$	46,124		$	—
Contingent earn-out obligation incurred in connection with acquisition of MyTheresa	$	—		$	—		$	50,043

See Notes to Consolidated Financial Statements.

F-7

NEIMAN MARCUS GROUP LTD LLC

CONSOLIDATED STATEMENTS OF MEMBER EQUITY

(in thousands)	Member capital		Accumulated other comprehensive earnings (loss)			Retained earnings (deficit)			Total member equity
Balance at August 2, 2014	$	1,584,106	$	(17,429	)	$	(134,083	)	$	1,432,594
Comprehensive loss:
Net earnings	—		—			14,949			14,949
Foreign currency translation adjustments, net of tax of ($5,024)	—		(16,886		)	—			(16,886		)
Adjustments for fluctuations in fair market value of financial instruments, net of tax of ($1,204)	—		(1,872		)	—			(1,872		)
Change in unfunded benefit obligations, net of tax of ($9,696)	—		(15,041		)	—			(15,041		)
Total comprehensive loss									(18,850		)
Balance at August 1, 2015	1,584,106		(51,228		)	(119,134		)	1,413,744
Stock option exercises and other	110		—			—			110
Comprehensive loss:
Net loss	—		—			(406,110		)	(406,110		)
Foreign currency translation adjustments, net of tax of ($381)	—		(2,282		)	—			(2,282		)
Adjustments for fluctuations in fair market value of financial instruments, net of tax of ($4,416)	—		(6,850		)	—			(6,850		)
Reclassification to earnings, net of tax of $226	—		350			—			350
Change in unfunded benefit obligations, net of tax of ($35,997)	—		(55,831		)	—			(55,831		)
Total comprehensive loss									(470,723		)
Balance at July 30, 2016	1,584,216		(115,841		)	(525,244		)	943,131
Stock option exercises and other	2,870		—			—			2,870
Comprehensive loss:
Net loss	—		—			(531,759		)	(531,759		)
Foreign currency translation adjustments, net of tax of $1,729	—		7,568			—			7,568
Adjustments for fluctuations in fair market value of financial instruments, net of tax of $5,608	—		8,698			—			8,698
Reclassification to earnings, net of tax of $2,593	—		4,022			—			4,022
Change in unfunded benefit obligations, net of tax of $20,710	—		32,122			—			32,122
Total comprehensive loss									$	(479,349	)
Balance at July 29, 2017	$	1,587,086	$	(63,431	)	$	(1,057,003	)	$	466,652

See Notes to Consolidated Financial Statements.

F-8

NEIMAN MARCUS GROUP LTD LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Neiman Marcus Group LTD LLC (the "Company") is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, Last Call and MyTheresa brand names.  References to “we,” “our” and “us” are used to refer to the Company or collectively to the Company and its subsidiaries, as appropriate to the context.

The Company is a subsidiary of Mariposa Intermediate Holdings LLC ("Holdings"), which in turn is a subsidiary of Neiman Marcus Group, Inc., a Delaware corporation ("Parent"). Parent is owned by entities affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board (together, the "Sponsors") and certain co-investors. The Sponsors acquired the Company on October 25, 2013 (the "Acquisition"). The Company’s operations are conducted through its direct wholly owned subsidiary, The Neiman Marcus Group LLC ("NMG").

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website.

The accompanying Consolidated Financial Statements set forth financial information of the Company and its subsidiaries on a consolidated basis.  All significant intercompany accounts and transactions have been eliminated. 

Our fiscal year ends on the Saturday closest to July 31.  Like many other retailers, we follow a 4-5-4 reporting calendar, which means that each fiscal quarter consists of thirteen weeks divided into periods of four weeks, five weeks and four weeks. All references to (i) fiscal year 2017 relate to the fifty-two weeks ended July 29, 2017, (ii) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016 and (iii) fiscal year 2015 relate to the fifty-two weeks ended August 1, 2015.

ESTIMATES AND CRITICAL ACCOUNTING POLICIES

We are required to make estimates and assumptions about future events in preparing our financial statements in conformity with generally accepted accounting principles ("GAAP"). These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the accompanying Consolidated Financial Statements.

While we believe that our past estimates and assumptions have been materially accurate, the amounts currently estimated are subject to change if different assumptions as to the outcome of future events were made. We evaluate our estimates and assumptions on an ongoing basis and predicate those estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. We make adjustments to our estimates and assumptions when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements.

Purchase Accounting.  We account for acquisitions in accordance with the provisions of Accounting Standards Codification ("ASC") Topic 805, Business Combinations, whereby the purchase price paid to effect the acquisitions was allocated to state the acquired assets and liabilities at fair value.  The Acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 2, 2013, the end of our first quarter of fiscal year 2014.  The MyTheresa acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 1, 2014, the end of our first quarter of fiscal year 2015. In connection with the allocations of the purchase price, we made estimates of the fair values of our long-lived and intangible assets based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases, valuation results from independent valuation specialists, which resulted in increases in the carrying value of our property and equipment and inventory, the revaluation of intangible assets for our tradenames, customer lists and favorable lease commitments, the revaluation of our long-term benefit plan obligations and, with respect to the MyTheresa acquisition, the recording of our contingent earn-out obligation at estimated fair value, among other things.

Fair Value Measurements.Certain of our assets and liabilities are required to be measured at fair value on a recurring basis. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly

F-9

transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.  Assets and liabilities are classified using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

• Level 1 — Unadjusted quoted prices for identical instruments traded in active markets.

• Level 2 — Observable market-based inputs or unobservable inputs corroborated by market data.

• Level 3 — Unobservable inputs reflecting management’s estimates and assumptions.

Cash and Cash Equivalents.  Cash and cash equivalents primarily consist of cash on hand in our stores, deposits with banks and overnight investments with banks and financial institutions. Cash equivalents are stated at cost, which approximates fair value. Our cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis. Accounts payable includes outstanding checks not yet presented for payment of $39.6 million at July 29, 2017 and $47.4 million at July 30, 2016.

Merchandise Inventories and Cost of Goods Sold.  We utilize the retail inventory method of accounting.  Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are determined by applying a calculated cost-to-retail ratio, for various groupings of similar items, to the retail value of our inventories.  The cost of the inventory reflected in the Consolidated Financial Statements is decreased by charges to cost of goods sold at average cost and the retail value of the inventory is lowered through the use of markdowns.  Earnings are negatively impacted when merchandise is marked down.  As we adjust the retail value of our inventories through the use of markdowns to reflect market conditions, our merchandise inventories are stated at the lower of cost or market.

The areas requiring significant management judgment related to the valuation of our inventories include (i) setting the original retail value for the merchandise held for sale, (ii) recognizing merchandise for which the customer’s perception of value has declined and appropriately marking the retail value of the merchandise down to the perceived value and (iii) estimating the shrinkage that has occurred between physical inventory counts. These judgments and estimates, coupled with the averaging processes within the retail method, can, under certain circumstances, produce varying financial results. Factors that can lead to different financial results include (i) determination of original retail values for merchandise held for sale, (ii) identification of declines in perceived value of inventories and processing the appropriate retail value markdowns and (iii) overly optimistic or conservative estimation of shrinkage. In prior years, we have not made material changes to our estimates of shrinkage or markdown requirements on inventories held as of the end of our fiscal years.

Consistent with industry business practice, we receive allowances from certain of our vendors in support of the merchandise we purchase for resale. Certain allowances are received to reimburse us for markdowns taken or to support the gross margins that we earn in connection with the sales of the vendor’s merchandise. These allowances result in an increase to gross margin when we earn the allowances and they are approved by the vendor. Other allowances we receive represent reductions to the amounts we pay to acquire the merchandise. These allowances reduce the cost of the acquired merchandise and are recognized at the time the goods are sold. The amounts of vendor allowances we receive fluctuate based partially on the level of markdowns taken and did not have a significant impact on the year-over-year change in gross margin during fiscal years 2017, 2016 or 2015. We received vendor allowances of $83.6 million, or 1.8% of revenues, in fiscal year 2017, $100.8 million, or 2.0% of revenues, in fiscal year 2016 and $94.8 million, or 1.9% of revenues, in fiscal year 2015.

We obtain certain merchandise, primarily precious jewelry, on a consignment basis to expand our product assortment. Consignment merchandise held by us with a cost basis of $393.1 million at July 29, 2017 and $416.5 million at July 30, 2016 is not reflected in our Consolidated Balance Sheets.

Cost of goods sold also includes delivery charges we pay to third party carriers and other costs related to the fulfillment of customer orders not delivered at the point-of-sale.

Long-lived Assets.  Property and equipment are stated at cost less accumulated depreciation. In connection with the Acquisition, the cost basis of the acquired property and equipment was adjusted to its estimated fair value. For financial reporting purposes, we compute depreciation principally using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over five to 30 years while fixtures and equipment are depreciated over three to 15 years. Leasehold improvements are amortized over the shorter of the asset life or the lease term (which may include renewal periods when exercise of the renewal option is at our discretion and exercise of the renewal option is considered reasonably assured). Costs incurred for the development of internal computer software are capitalized and amortized using the straight-line method over three to ten years.

F-10

We assess the recoverability of the carrying values of our store assets, consisting of property and equipment, customer lists and favorable lease commitments, annually and upon the occurrence of certain events. The recoverability assessment with respect to our long-lived assets is performed at the store level. This assessment is based upon the comparison of the undiscounted cash flows anticipated to be generated from the store to the net carrying value of the store assets. To the extent the undiscounted store-level cash flows are not sufficient to recover the net carrying value of the store assets, the assets are impaired and written down to their estimated fair value based upon discounted future cash flows. Based upon the review of our store-level assets, we identified certain property and equipment, other definite-lived intangible assets and favorable lease commitments to be impaired by $4.8 million in fiscal year 2017 and $38.1 million in fiscal year 2016.

The recoverability assessment related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. We base these estimates upon our past and expected future performance. We believe our estimates are appropriate in light of current and future market conditions and the best information available at the assessment date. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections.

Intangible Assets Subject to Amortization. Favorable lease commitments are amortized straight-line over the remaining lives of the leases, ranging from four to 55 years (weighted average life of 30 years) from the Acquisition date. Our definite-lived intangible assets, which primarily consist of customer lists, are amortized using accelerated methods which reflect the pattern in which we receive the economic benefit of the asset, currently estimated at six to 16 years (weighted average life of 13 years) from the respective acquisition dates.

Total amortization of all intangible assets recorded in connection with acquisitions for the next five fiscal years is currently estimated as follows (in thousands):

2018	$	97,960
2019	94,943
2020	88,247
2021	82,321
2022	82,473

Indefinite-lived Intangible Assets and Goodwill.  Indefinite-lived intangible assets, such as our Neiman Marcus, Bergdorf Goodman and MyTheresa tradenames and goodwill, are not subject to amortization. Rather, we assess the recoverability of indefinite-lived intangible assets and goodwill in the fourth quarter of each fiscal year and upon the occurrence of certain events.

The recoverability assessment with respect to each of the tradenames used in our operations requires us to estimate the fair value of the asset as of the assessment date.  Such determination is made using discounted cash flow techniques (Level 3 determination of fair value).  Significant inputs to the valuation model include:

• future revenue and profitability projections associated with the tradename;

• estimated market royalty rates that could be derived from the licensing of our tradenames to third parties in order to establish the cash flows accruing to the benefit of the Company as a result of our ownership of our tradenames; and

• rate used to discount the estimated royalty cash flow projections to their present value (or estimated fair value).

If the recorded carrying value of the tradename exceeds its estimated fair value, an impairment charge is recorded to write the tradename down to its estimated fair value. Based upon the review of our tradenames in fiscal years 2017 and 2016, we determined certain of our tradenames were impaired and recorded impairment charges aggregating $309.7 million in fiscal year 2017 and $228.9 million in fiscal year 2016.

 Pursuant to current accounting guidance related to the testing of goodwill for impairment adopted in the fourth quarter of fiscal year 2017, the assessment of the recoverability of the goodwill associated with our Neiman Marcus, Bergdorf Goodman and MyTheresa reporting units involves the comparison of the estimated enterprise fair value of each of our reporting units to its recorded carrying value.  We estimate the enterprise fair value based on discounted cash flow techniques (Level 3 determination of fair value).  Significant inputs to the valuation model include:

F-11

• estimated future cash flows;

• growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates; and

• rate, based on our estimated weighted average cost of capital, used to discount our estimated future cash flow projections to their present value (or estimated fair value).

If the recorded carrying value of a reporting unit exceeds its estimated enterprise fair value, an impairment charge is recorded to goodwill for the amount by which the carrying amount exceeds the reporting unit's fair value. Based upon the review of our recorded goodwill balances, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $196.2 million in fiscal year 2017.

Prior to the adoption of the new accounting guidance, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process. Based on this process, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $199.2 million in fiscal year 2016.

The impairment testing process related to our indefinite-lived intangible assets is subject to inherent uncertainties and subjectivity.  The use of different assumptions, estimates or judgments with respect to the estimation of the projected future cash flows and the determination of the discount rate used to reduce such projected future cash flows to their net present value could materially increase or decrease any related impairment charge.  We believe our estimates are appropriate based upon current and future market conditions and the best information available at the assessment date.  However, future impairment charges could be required if we do not achieve our current cash flow, revenue and profitability projections, market royalty rates decrease or the weighted average cost of capital increases.

Leases.  We lease a significant portion of our retail stores and office facilities. Stores we own are often subject to ground leases.  The terms of our real estate leases, including renewal options, range from ten to 130 years.  Most leases provide for fixed monthly minimum rentals or contingent rentals based upon sales in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs.  For leases that contain predetermined, fixed calculations of minimum rentals, we recognize rent expense on a straight-line basis over the lease term.  We recognize contingent rent expenses when it is probable that the sales thresholds will be reached during the year.

 We typically receive cash allowances from developers related to the construction of our stores.  We record these allowances as deferred real estate credits, which we recognize as a reduction of rent expense on a straight-line basis over the lease term beginning with the date we take possession of the leased asset.  We received construction allowances aggregating $37.4 million in fiscal year 2017, $38.3 million in fiscal year 2016 and $34.7 million in fiscal year 2015.

In some cases, a developer will construct a retail store to our requirements pursuant to a lease agreement between the developer and the Company. Typically, the lease agreement provides for the construction and financing of the store shell by the developer and our subsequent construction and financing of the interior finish-out of the store. Since we are involved in the construction of the leased store in these types of arrangements, we must consider the nature and extent of our involvement during the construction period which, in some cases, may result in us being deemed the accounting owner of the construction project. In such cases, ASC Topic 840, Leases, ("ASC Topic 840") requires that we record an asset for the developer's construction costs related to the store shell (included in construction in progress) and recognize an offsetting deferred financing obligation. Upon completion of the project, we perform a sale-leaseback analysis to determine if these assets and the related financing obligation can be derecognized from our Consolidated Balance Sheets. Capitalized costs incurred by a developer aggregated $96.9 million at July 29, 2017 and $46.1 million at July 30, 2016 related to a retail store under construction.

Benefit Plans.  We sponsor a defined benefit pension plan ("Pension Plan"), an unfunded supplemental executive retirement plan ("SERP Plan") which provides certain employees additional pension benefits and a postretirement plan providing eligible employees limited postretirement health care benefits ("Postretirement Plan"). In calculating our obligations and related expense, we make various assumptions and estimates, after consulting with outside actuaries and advisors.  The annual determination of expense involves calculating the estimated total benefits ultimately payable to plan participants.  We utilize a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. The Pension Plan, SERP Plan and

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Postretirement Plan are valued as of the end of each fiscal year. As of the third quarter of fiscal year 2010, benefits offered to all employees under our Pension Plan and SERP Plan were frozen.

 Significant assumptions related to the calculation of our obligations include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by the Pension Plan and the health care cost trend rate for the Postretirement Plan, as more fully described in Note 11.  We review these assumptions annually based upon currently available information, including information provided by our actuaries.

Our obligations related to our employee benefit plans are included in other long-term liabilities.

Self-insurance and Other Employee Benefit Reserves.  We use estimates in the determination of the required accruals for general liability, workers’ compensation and health insurance.  We base these estimates upon an examination of historical trends, industry claims experience and independent actuarial estimates.  Although we do not expect that we will ultimately pay claims significantly different from our estimates, self-insurance reserves could be affected if future claims experience differs significantly from our historical trends and assumptions.

Derivative Financial Instruments.  We enter into derivative financial instruments, primarily interest rate swap and cap agreements, to hedge the variability of our cash flows related to a portion of our floating rate indebtedness.  The derivative financial instruments are recorded at estimated fair value at each balance sheet date and included in assets or liabilities in our Consolidated Balance Sheets.

Revenues.  Revenues include sales of merchandise and services and delivery and processing revenues related to merchandise sold. Revenues are recognized at the later of the point of sale or the delivery of goods to the customer. Revenues associated with gift cards are recognized at the time of redemption by the customer. Revenues exclude sales taxes collected from our customers.

Delivery and processing revenues were $58.7 million in fiscal year 2017, $50.6 million in fiscal year 2016 and $50.1 million in fiscal year 2015.

Revenues are reduced when customers return goods previously purchased. We maintain reserves for anticipated sales returns primarily based on our historical trends related to returns by our customers. Our reserves for anticipated sales returns were $47.0 million at July 29, 2017 and $45.3 million at July 30, 2016.

Buying and Occupancy Costs.  Our buying costs consist primarily of salaries and expenses incurred by our merchandising and buying operations. Occupancy costs primarily include rent, property taxes and operating costs of our retail, distribution and support facilities and exclude depreciation expense.

Selling, General and Administrative Expenses (Excluding Depreciation).  Selling, general and administrative expenses consist principally of costs related to employee compensation and benefits in the selling and administrative support areas and advertising and marketing costs.

We receive allowances from certain merchandise vendors in connection with compensation programs for employees who sell the vendors’ merchandise. These allowances are netted against the related compensation expenses that we incur. Amounts received from vendors related to compensation programs were $62.4 million, or 1.3% of revenues, in fiscal year 2017, $70.3 million, or 1.4% of revenues, in fiscal year 2016 and $76.4 million, or 1.5% of revenues, in fiscal year 2015.

Consistent with industry practice, we receive advertising allowances from certain of our merchandise vendors. Substantially all the advertising allowances we receive represent reimbursements of direct, specific and incremental costs that we incur to promote the vendor’s merchandise in connection with our various advertising programs, primarily catalogs and other print media and digital media.  Advertising allowances fluctuate based on the level of advertising expenses incurred and are recorded as a reduction of our advertising costs when earned.  Advertising allowances were approximately $50.1 million, or 1.1% of revenues, in fiscal year 2017, $54.8 million, or 1.1% of revenues, in fiscal year 2016 and $55.0 million, or 1.1% of revenues, in fiscal year 2015.

We incur costs to advertise and promote the merchandise assortment offered through our store and online operations.  We expense advertising costs for print media costs and promotional materials mailed to our customers at the time of mailing to the customer.  We amortize the costs of print catalogs during the periods we expect to generate revenues from such catalogs, generally three months. We expense the costs incurred to produce the photographic content on our websites, as well as website design and web marketing costs, as incurred.  Net marketing and advertising expenses were $183.0 million, or 3.9% of

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revenues, in fiscal year 2017, $178.9 million, or 3.6% of revenues, in fiscal year 2016 and $165.7 million, or 3.3% of revenues, in fiscal year 2015.

Stock Compensation.  At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock.  Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Board of Directors of Parent (the "Parent Board") or the Compensation Committee, as applicable, at the time option grants are awarded.  The estimate of the fair market value of Parent's common stock utilizes both discounted cash flow techniques and the review of market data and involves assumptions regarding a number of complex and subjective variables. Significant inputs to the common stock valuation model include:

• future revenue, cash flow and/or profitability projections;

• growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates;

• rates, based on our estimated weighted average cost of capital, used to discount the estimated cash flow projections to their present value (or estimated fair value);

• recent transactions and valuation multiples for publicly held companies deemed similar to Parent;

• economic conditions and other factors deemed material to the valuation process; and

• valuations of Parent performed by third parties.

Income from Credit Card Program.  We maintain a proprietary credit card program through which credit is extended to customers and have a related marketing and servicing alliance with affiliates of Capital One Financial Corporation ("Capital One").  Pursuant to our agreement with Capital One (the "Program Agreement"), Capital One currently offers credit cards and non-card payment plans under both the "Neiman Marcus" and "Bergdorf Goodman" brand names. Effective July 1, 2013, we amended and extended the Program Agreement to July 2020 (renewable thereafter for three-year terms), subject to early termination provisions.

We receive payments from Capital One based on sales transacted on our proprietary credit cards.  These payments are based on the profitability of the credit card portfolio as determined under the Program Agreement and are impacted by a number of factors including credit losses incurred and our allocable share of the profits generated by the credit card portfolio, which in turn may be impacted by credit ratings as determined by various rating agencies.  In addition, we receive payments from Capital One for marketing and servicing activities we provide to Capital One. We recognize income from our credit card program when earned.

Additionally, beginning in July 2017, in accordance with the contractual provisions of the credit card program agreement, our allocable share of the profits generated by the credit card portfolio was reduced as a result of our current credit ratings by S&P and Moody's.

Gift Cards.  The gift cards sold to our customers have no stated expiration dates and, in some cases, are subject to actual and/or potential escheatment rights in various of the jurisdictions in which we operate.  Unredeemed gift cards were $45.5 million at July 29, 2017 and $44.3 million at July 30, 2016.

We recognized gift card breakage of $1.7 million in fiscal year 2017, $1.3 million in fiscal year 2016 and $1.4 million in fiscal year 2015 as a component of revenues.

Loyalty Program.  We maintain a customer loyalty program in which customers earn points for qualifying purchases.  Upon reaching specified levels, points are redeemed for awards, primarily gift cards.  The estimates of the costs associated with the loyalty program require us to make assumptions related to customer purchasing levels and redemption rates.  At the time the qualifying sales giving rise to the loyalty program points are made, we defer the portion of the revenues on the qualifying sales transactions equal to the estimated retail value of the gift cards to be redeemed upon conversion of the earned points to gift cards.  We record the deferral of revenues related to gift card awards under our loyalty program as a reduction of revenues.

Income Taxes.   We use the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  We are routinely under audit by federal, state or local authorities in the area of income taxes.  We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after

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consideration of all relevant facts, circumstances and available information.  If we believe it is more likely than not that our position will be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized.

Foreign Currency. We translate the assets and liabilities denominated in a foreign currency into U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated into U.S. dollars using weighted average exchange rates during the year. We record these translation adjustments as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets.

Segments. We conduct our specialty retail store and online operations on an omni-channel basis. As our store and online operations have similar economic characteristics, products, services and customers, our operations constitute a single omni-channel reportable segment.

Newly Adopted Accounting Pronouncements.  In April 2015, the Financial Accounting Standards Board (the "FASB") issued guidance related to the accounting for cloud computing arrangements. Under this guidance, if a cloud computing arrangement includes a software license, the software license element should be accounted for in a manner consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. We adopted this guidance in the first quarter of fiscal year 2017 on a prospective basis. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.

In January 2017, the FASB issued guidance to simplify how an entity is required to test goodwill for impairment. The new standard allows (i) entities to perform annual, or interim, goodwill impairment testing by comparing the reporting unit's fair value with its carrying amount and (ii) recognize impairment charges for the amount by which the carrying amount exceeds the reporting unit’s fair value. Pursuant to prior guidance, a goodwill impairment loss was determined by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill, an entity had to perform procedures to determine the fair value of its assets and liabilities at the impairment testing date consistent with procedures that are required in determining the fair value of assets acquired and liabilities assumed in a business combination. We adopted this guidance in fiscal year 2017 on a prospective basis in connection with our assessment of the recoverability of the carrying values of our indefinite-lived intangible assets and goodwill. Prior to adopting this guidance, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process.

Recent Accounting Pronouncements.In March 2016, the FASB issued guidance to simplify how share-based payments are accounted for and presented in the financial statements, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard allows (i) entities to withhold an amount up to the employees' maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award and (ii) forfeitures to be either estimated, as required currently, or recognized when they occur. This new guidance is effective for us as of the first quarter of fiscal year 2018.

In May 2014, the FASB issued guidance to clarify the principles for revenue recognition. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes previous revenue recognition guidance. While our evaluation of the impact of adopting this standard is ongoing, we believe the new guidance will impact our accounting for sales returns, our loyalty program and certain promotional programs. This new guidance is effective for us no earlier than the first quarter of fiscal year 2019.

In May 2017, the FASB issued guidance to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard requires modification accounting only if changes in the terms or conditions results in changes of the fair value, the vesting conditions or the classification of the award as an equity instrument or a liability. This new guidance is effective for us as of the first quarter of fiscal year 2019.

In February 2016, the FASB issued guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. Previous GAAP did not require lease assets and liabilities to be recognized for most leases. Additionally, companies are permitted to make an accounting policy election not to recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the remaining contractual lease payments. The recognition, measurement and presentation of

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expenses and cash flows arising from a lease by a lessee will not significantly change under this new guidance. This new guidance is effective for us as of the first quarter of fiscal year 2020.

In August 2017, the FASB issued guidance to simplify how hedge accounting arrangements are accounted for and presented in the financial statements, including the assessment of hedge effectiveness. Under the new standard, all changes in the value of the hedging instrument included in the assessment of effectiveness will be recorded in other comprehensive income and reclassified to earnings in the same income statement line item when the hedged item affects earnings. This new guidance is effective for us as of the first quarter of fiscal year 2020.

With respect to each of the recent accounting pronouncements described above, we are currently evaluating which application methods to adopt and the impact of adopting these new accounting standards on our Consolidated Financial Statements.

NOTE 2. MYTHERESA ACQUISITION

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website. The purchase price paid to acquire MyTheresa, net of cash acquired, was $181.7 million, which was financed through a combination of cash and debt. In addition, the MyTheresa purchase agreement contained contingent earn-out payments to the sellers aggregating up to €55.0 million based on operating performance for calendar years 2015 and 2016. In March 2017, we paid $26.9 million, or €25.5 million, to the sellers related to calendar year 2016 (of which $22.9 million, or €18.1 million, represented the acquisition date fair value of the obligation). In April 2016, we paid $29.8 million, or €26.5 million, to the sellers related to calendar year 2015 (of which $27.2 million, or €21.6 million, represented the acquisition date fair value of the obligation). As of July 29, 2017, the Company has no further obligation related to the contingent earn-out payments to the sellers of MyTheresa. MyTheresa results of operations are included in our consolidated results of operations beginning in the second quarter of fiscal year 2015.

NOTE 3. FAIR VALUE MEASUREMENTS

The following table shows the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis in our Consolidated Balance Sheets:

(in thousands)	Fair Value Hierarchy	July 29, 2017		July 30, 2016
Assets:
Interest rate swaps (included in other long-term assets)	Level 2	$	3,628	$	—
Liabilities:
Interest rate swaps (included in other long-term liabilities)	Level 2	—		13,167
Contingent earn-out obligation (included in accrued liabilities)	Level 3	—		26,264
Stock-based award liability (included in other long-term liabilities)	Level 3	1,344		5,500

The fair value of the interest rate swaps is estimated using industry standard valuation models using market-based observable inputs, including interest rate curves. 

The fair value of the contingent earn-out obligation incurred in connection with the acquisition of MyTheresa was estimated as of the acquisition date using a valuation model that measured the present value of the probable cash payments based upon the forecasted operating performance of MyTheresa and a discount rate that captured the risk associated with the obligation. We updated our assumptions based on new developments and adjusted the carrying value of the obligation to its estimated fair value at each reporting date. As of July 29, 2017, the Company has no further earn-out obligations.

Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Parent Board or the Compensation Committee, as applicable.  In determining the fair market value of Parent's common stock, the Parent Board or the Compensation Committee, as applicable, considers such factors as any recent transactions involving Parent's common stock, the Company’s actual and projected financial results, the

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principal amount of the Company’s indebtedness, valuations of the Company performed by third parties and other factors it believes are material to the valuation process. Significant inputs to the common stock valuation model are updated as applicable and the carrying value of the obligation is adjusted to its estimated fair value at each reporting date.

The carrying values of cash and cash equivalents, credit card receivables and accounts payable approximate fair value due to their short-term nature.  We determine the fair value of our long-term debt on a non-recurring basis, which results are summarized as follows:

		July 29, 2017				July 30, 2016
(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt:
Asset-Based Revolving Credit Facility	Level 2	$	263,000	$	263,000	$	165,000	$	165,000
Senior Secured Term Loan Facility	Level 2	2,839,633		2,113,766		2,869,059		2,705,896
Cash Pay Notes	Level 2	960,000		532,253		960,000		818,995
PIK Toggle Notes	Level 2	600,000		297,000		600,000		480,000
2028 Debentures	Level 2	122,677		87,490		122,463		120,325

We estimated the fair value of long-term debt using (i) prevailing market rates for debt of similar remaining maturities and credit risk for the senior secured asset-based revolving credit facility (as amended, the "Asset-Based Revolving Credit Facility") and the senior secured term loan facility (as amended, the "Senior Secured Term Loan Facility" and, together with the Asset-Based Revolving Credit Facility, the "Senior Secured Credit Facilities") and (ii) quoted market prices of the same or similar issues for the $960.0 million aggregate principal amount of 8.00% Senior Cash Pay Notes due 2021 (the "Cash Pay Notes"), the $600.0 million aggregate principal amount of 8.75%/9.50% Senior PIK Toggle Notes due 2021 (the "PIK Toggle Notes") and the $125.0 million aggregate principal amount of 7.125% Debentures due 2028 (the "2028 Debentures" and, together with the Cash Pay Notes and the PIK Toggle Notes, the "Notes").

In connection with purchase accounting, we adjusted the carrying values of our long-lived and intangible assets to their estimated fair values at the acquisition date. The fair value estimates were based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases, valuation results from independent valuation specialists (Level 3 determination of fair value). Subsequent to the Acquisition, we determine the fair value of our long-lived and intangible assets on a non-recurring basis in connection with our periodic evaluations of such assets for potential impairment and record impairment charges when such fair value estimates are lower than the carrying values of the assets.

NOTE 4.  PROPERTY AND EQUIPMENT, NET

The significant components of our net property and equipment are as follows:

(in thousands)	July 29, 2017		July 30, 2016
Land, buildings and improvements	$	1,280,214	$	1,237,568
Fixtures and equipment	914,489		699,469
Construction in progress	145,108		201,903
	2,339,811		2,138,940
Less: accumulated depreciation	752,850		550,819
Property and equipment, net	$	1,586,961	$	1,588,121

Included in construction in progress are $96.9 million at July 29, 2017 and $46.1 million at July 30, 2016 of capitalized costs incurred by a developer to construct the shell of a building that we will lease and operate as a retail store upon completion of construction. We are deemed to be the owner of the building shell for accounting purposes and are therefore required to recognize an asset for a developer's construction costs related to the store shell and an offsetting deferred financing obligation.

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NOTE 5.  INTANGIBLE ASSETS, NET AND GOODWILL

The significant components of our intangible assets and goodwill are as follows:

(in thousands)	Favorable Lease Commitments			Other Definite-lived Intangible Assets			Tradenames			Goodwill
Balance at August 1, 2015	$	1,040,440		$	521,275		$	2,036,847		$	2,272,483
Amortization	(54,178		)	(57,011		)	—			—
Impairment of goodwill and intangible assets	(201		)	(12,433		)	(228,877		)	(199,218		)
Foreign currency translation adjustment	—			(109		)	(724		)	(447		)
Write-offs related to facility closures and other	(527		)	—			—			—
Balance at July 30, 2016	$	985,534		$	451,722		$	1,807,246		$	2,072,818
Amortization	(53,262		)	(50,769		)	—			—
Impairment of goodwill and intangible assets	(1,687		)	—			(309,744		)	(196,164		)
Foreign currency translation adjustment	—			128			2,248			4,240
Balance at July 29, 2017	$	930,585		$	401,081		$	1,499,750		$	1,880,894
Total accumulated amortization at July 29, 2017	$	200,438		$	299,451

NOTE 6. IMPAIRMENT CHARGES

Since fiscal year 2016, we have experienced declines in our operating results and we believe our operating results have been adversely impacted by a number of factors including, among other things:

• the volatility and uncertainty in domestic and global economic conditions and the resulting impact on the market for luxury merchandise;

• the strength of the U.S. dollar against international currencies, most notably the Euro and British pound, and a resulting impact on tourism and spending by international customers in the U.S.; and

• a significant and sustained decline in the global price for crude oil and the resulting impact on stakeholders in the oil and gas industries, particularly in the Texas markets in which we have a significant presence.

Based upon our assessment of current economic conditions, our expectations of future business conditions and trends, our projected revenues, earnings, and cash flows as well as other market factors such as the weighted average cost of capital and valuation multiples, we determined that impairment charges were required to state certain of our intangible and long-lived assets to their estimated fair value as follows:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30, 2016
Tradenames	$	309,744	$	228,877
Goodwill	196,164		199,218
Property and equipment	3,141		25,426
Other definite-lived intangible assets	1,687		12,634
Total	$	510,736	$	466,155

We recorded impairment charges aggregating $466.2 million in fiscal year 2016. These impairment charges were driven primarily by revisions to our anticipated future operating trends in light of adverse economic and business trends existing as of the end of fiscal year 2016 and, to a lesser extent, increases in the weighted average cost of capital used in estimating the fair value of our tradenames and reporting units under a discounted cash flow model. These impairments related to certain of our tradenames, goodwill and long-lived assets primarily associated with our Neiman Marcus brand. Our assessment in fiscal year 2016 was performed prior to the adoption of new accounting guidance issued related to the testing of goodwill for impairment and utilized a second step wherein we allocated the enterprise fair value to the fair value of the reporting unit's net assets to determine the writedown of goodwill.

We recorded impairment charges aggregating $510.7 million in fiscal year 2017. These impairment charges were driven both by (i) changes in market conditions related to increases in the weighted average cost of capital and valuation

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multiples and (ii) further deterioration of operating trends during such periods. In fiscal year 2017, we recorded impairment charges of $153.8 million in the second quarter and $357.0 million in the fourth quarter. These impairment charges related to certain of our tradenames, goodwill and long-lived assets primarily associated with our Neiman Marcus and Bergdorf Goodman brands. Our assessment in fiscal year 2017 was performed subsequent to the adoption of new accounting guidance issued related to the testing of goodwill for impairment as discussed in Note 1 under "— Newly Adopted Accounting Pronouncements".

We continue to undertake initiatives to help drive revenues and streamline business activities and will continue to closely monitor our financial condition and results of operations. However, there is a risk that we may continue to experience challenging economic conditions and operating pressures, which in turn could increase the risk of additional impairment charges in future periods.

NOTE 7.  ACCRUED LIABILITIES

The significant components of accrued liabilities are as follows:

(in thousands)	July 29, 2017		July 30, 2016
Accrued salaries and related liabilities	$	64,293	$	66,009
Amounts due customers	140,330		132,805
Self-insurance reserves	36,545		36,197
Interest payable	31,935		59,781
Sales returns reserves	47,006		45,336
Sales taxes payable	28,811		26,688
Contingent earn-out obligation	—		26,264
Other	108,017		99,566
Total	$	456,937	$	492,646

NOTE 8.  LONG-TERM DEBT

The significant components of our long-term debt are as follows:

(in thousands)	Interest Rate	July 29, 2017			July 30, 2016
Asset-Based Revolving Credit Facility	variable	$	263,000		$	165,000
Senior Secured Term Loan Facility	variable	2,839,633			2,869,059
mytheresa.com Credit Facilities	2.25%/2.39%	—			—
Cash Pay Notes	8.00%	960,000			960,000
PIK Toggle Notes	8.75%/9.50%	600,000			600,000
2028 Debentures	7.125%	122,677			122,463
Total debt		4,785,310			4,716,522
Less: current portion of Senior Secured Term Loan Facility		(29,426		)	(29,426		)
Less: unamortized debt issuance costs		(80,344		)	(102,815		)
Long-term debt, net of debt issuance costs		$	4,675,540		$	4,584,281

Asset-Based Revolving Credit Facility.  At July 29, 2017, we have an Asset-Based Revolving Credit Facility with a maximum committed borrowing capacity of $900.0 million. The Asset-Based Revolving Credit Facility matures on July 25, 2021 (or July 25, 2020 if our obligations under our Senior Secured Term Loan Facility or any permitted refinancing thereof have not been repaid or the maturity date thereof has not been extended to October 25, 2021 or later).  At July 29, 2017, we had outstanding borrowings of $263.0 million under this facility, outstanding letters of credit of $1.8 million and unused commitments of $635.3 million, subject to a borrowing base, of which $90.0 million of such capacity is available to us subject to certain restrictions as more fully described below.

Availability under the Asset-Based Revolving Credit Facility is subject to a borrowing base.  The Asset-Based Revolving Credit Facility includes borrowing capacity available for letters of credit (up to $150.0 million, with any such

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issuance of letters of credit reducing the amount available under the Asset-Based Revolving Credit Facility on a dollar-for-dollar basis) and for borrowings on same-day notice.  The borrowing base is equal to at any time the sum of (a) 90% of the net orderly liquidation value of eligible inventory, net of certain reserves, plus (b) 90% of the amounts owed by credit card processors in respect of eligible credit card accounts constituting proceeds from the sale or disposition of inventory, less certain reserves, plus (c) 100% of segregated cash held in a restricted deposit account. To the extent that excess availability is not equal to or greater than the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million, we will be required to maintain a minimum fixed charge coverage ratio. Additional restrictions will apply if this condition is not met for five consecutive business days, including increased reporting requirements and additional administrative agent control rights over certain of our accounts. These restrictions will continue until the condition is satisfied and their imposition may limit our operational flexibility.

The Asset-Based Revolving Credit Facility permits us to increase commitments under the Asset-Based Revolving Credit Facility or add one or more incremental term loans to the Asset-Based Revolving Credit Facility by an amount not to exceed $200.0 million. However, the lenders are under no obligation to provide any such additional commitments or loans, and any increase in commitments or incremental term loans will be subject to customary conditions precedent.  If we were to request any such additional commitments and the existing lenders or new lenders were to agree to provide such commitments, the size of the Asset-Based Revolving Credit Facility could be increased to $1,100.0 million, but our ability to borrow would still be limited by the amount of the borrowing base.  The cash proceeds of any incremental term loans may be used for working capital and general corporate purposes.

At July 29, 2017, borrowings under the Asset-Based Revolving Credit Facility bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Deutsche Bank AG New York Branch (the administrative agent), (2) the federal funds effective rate plus ½ of 1.00% and (3) the adjusted one-month LIBOR plus 1.00% or (b) LIBOR, subject to certain adjustments, in each case plus an applicable margin of 0.75% with respect to base rate borrowings and 1.75% with respect to LIBOR borrowings at July 29, 2017.  The applicable margin is based on the average historical excess availability under the Asset-Based Revolving Credit Facility, and is up to 1.00% with respect to base rate borrowings and up to 2.00% with respect to LIBOR borrowings, in each case with one 0.25% step down based on achievement and maintenance of a certain senior secured first lien net leverage ratio (as defined in the credit agreement governing the Asset-Based Revolving Credit Facility). The weighted average interest rate on the outstanding borrowings pursuant to the Asset-Based Revolving Credit Facility was 3.11% at July 29, 2017. In addition, we are required to pay a commitment fee in respect of unused commitments at a rate of up to 0.375% per annum.  We must also pay customary letter of credit fees and agency fees.

If at any time the aggregate amount of outstanding revolving loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Asset-Based Revolving Credit Facility exceeds the lesser of (a) the aggregate revolving commitments and (b) the borrowing base, we will be required to repay outstanding loans or cash collateralize letters of credit in an aggregate amount equal to such excess, with no reduction of the commitment amount.  If the excess availability under the Asset-Based Revolving Credit Facility is less than the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million for a period of five or more consecutive business days, funds held in a collection account maintained with the agent would be applied to repay the loans and other obligations and cash collateralize letters of credit.  We would then be required to make daily deposits in the collection account maintained with the agent under the Asset-Based Revolving Credit Facility.

We may voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans at any time without premium or penalty other than customary breakage costs with respect to LIBOR loans.  There is no scheduled amortization under the Asset-Based Revolving Credit Facility. The principal amount of the revolving loans outstanding thereunder will be due and payable in full on July 25, 2021 (or July 25, 2020 if our obligations under our Senior Secured Term Loan Facility or any permitted refinancing thereof have not been repaid or the maturity date thereof has not been extended to October 25, 2021 or later).

The Asset-Based Revolving Credit Facility is guaranteed by Holdings and each of our current and future direct and indirect wholly owned subsidiaries (subsidiary guarantors) other than (a) unrestricted subsidiaries, (b) certain immaterial subsidiaries, (c) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (d) certain holding companies of foreign subsidiaries, (e) captive insurance subsidiaries, not for profit subsidiaries, or a subsidiary which is a special purpose entity for securitization transactions or like special purposes and (f) any subsidiary that is prohibited by applicable law or contractual obligation from acting as a guarantor or which would require governmental approval to provide a guarantee. At July 29, 2017, the assets of non-guarantor subsidiaries, primarily (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, aggregated

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$416.0 million, or 5.4% of consolidated total assets. All obligations under the Asset-Based Revolving Credit Facility, and the guarantees of those obligations, are secured, subject to certain significant exceptions described below, by substantially all of the assets of Holdings, the Company and the subsidiary guarantors, including:

• a first-priority security interest in personal property consisting of inventory and related accounts, cash, deposit accounts, all payments received by the Company or the subsidiary guarantors from credit card clearinghouses and processors or otherwise in respect of all credit card charges for sales of inventory by the Company and the subsidiary guarantors, certain related assets and proceeds of the foregoing;

• a second-priority pledge of 100% of the Company’s capital stock and certain of the capital stock held by Holdings, the Company or any subsidiary guarantor (which pledge, in the case of any foreign subsidiary is limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such foreign subsidiary); and

• a second-priority security interest in, and mortgages on, a significant portion of the Company's owned real property and equipment and substantially all other tangible and intangible assets of Holdings, the Company and each subsidiary guarantor, but excluding, among other things, leasehold interests.

Capital stock and other securities of a subsidiary of the Company that are owned by the Company or any subsidiary guarantor will not constitute collateral under the Asset-Based Revolving Credit Facility to the extent that such securities cannot secure the 2028 Debentures or other secured public debt obligations without requiring the preparation and filing of separate financial statements of such subsidiary in accordance with applicable SEC rules.  As a result, the collateral under the Asset-Based Revolving Credit Facility will include shares of capital stock or other securities of subsidiaries of the Company or any subsidiary guarantor only to the extent that the applicable value of such securities (on a subsidiary-by-subsidiary basis) is less than 20% of the aggregate principal amount of the 2028 Debentures or other secured public debt obligations of the Company.

The Asset-Based Revolving Credit Facility contains covenants limiting, among other things, dividends and other restricted payments, investments, loans, advances and acquisitions, and prepayments or redemptions of other indebtedness.  These covenants permit such restricted actions in an unlimited amount, subject to the satisfaction of certain payment conditions, principally that we must have (x) pro forma excess availability under the Asset-Based Revolving Credit Facility for each day of the 30-day period prior to such actions, which exceeds the greater of $90.0 million or 15% of the lesser of (a) the revolving commitments under the Asset-Based Revolving Credit Facility and (b) the borrowing base and (y) a pro forma fixed charge coverage ratio of at least 1.0 to 1.0, unless pro forma excess availability for each day of the 30-day period prior to such actions under the Asset-Based Revolving Credit Facility would exceed the greater of (1) $200.0 million and (2) 25% of the lesser of (i) the aggregate revolving commitments under the Asset-Based Revolving Credit Facility and (ii) the borrowing base. The Asset-Based Revolving Credit Facility also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $50.0 million.

Senior Secured Term Loan Facility.  We have a credit agreement and related security and other agreements for the $2,950.0 million Senior Secured Term Loan Facility. At July 29, 2017, the outstanding balance under the Senior Secured Term Loan Facility was $2,839.6 million. The principal amount of the loans outstanding is due and payable in full on October 25, 2020.

The Senior Secured Term Loan Facility permits us to increase the term loans or add a separate tranche of term loans by an amount not to exceed $650.0 million plus an unlimited amount that would result (a) in the case of any incremental term loan facility to be secured equally and ratably with the term loans, a senior secured first lien net leverage ratio equal to or less than 4.25 to 1.00, and (b) in the case of any incremental term loan facility to be secured on a junior basis to the term loans, to be subordinated in right of payment to the term loans or unsecured and pari passu in right of payment with the term loans, a total net leverage ratio equal to or less than the total net leverage ratio as of October 25, 2013.

At July 29, 2017, borrowings under the Senior Secured Term Loan Facility bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Credit Suisse AG (the administrative agent), (2) the federal funds effective rate plus ½ of 1.00% and (3) the adjusted one-month LIBOR plus 1.00%, or (b) an adjusted LIBOR (for a period equal to the relevant interest period, and in any event, never less than 1.00%), subject to certain adjustments, in each case plus an applicable margin.  The applicable margin is up to 2.25% with respect to base rate borrowings and up to 3.25% with respect to LIBOR borrowings.  The applicable margin is subject to adjustment based on our senior secured first lien net leverage ratio.  The applicable margin with respect to outstanding LIBOR borrowings was 3.25% at July 29, 2017.  The interest rate on the outstanding borrowings pursuant to the Senior Secured Term Loan Facility was 4.47% at July 29, 2017.

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Subject to certain exceptions and reinvestment rights, the Senior Secured Term Loan Facility requires that 100% of the net cash proceeds from certain asset sales and debt issuances and 50% (which percentage will be reduced to 25% if our senior secured first lien net leverage ratio, as defined in the credit agreement governing the Senior Secured Term Loan Facility, is equal to or less than 4.0 to 1.0 but greater than 3.5 to 1.0 and will be reduced to 0% if our senior secured first lien net leverage ratio is equal to or less than 3.5 to 1.0) from excess cash flow, as defined in the credit agreement governing the Senior Secured Term Loan Facility, for each of our fiscal years (commencing with the period ended July 26, 2015) must be used to prepay outstanding term loans under the Senior Secured Term Loan Facility at 100% of the principal amount to be prepaid, plus accrued and unpaid interest. We were not required to prepay any outstanding term loans pursuant to the annual excess cash flow requirements for fiscal years 2017 and 2016.

We may repay all or any portion of the Senior Secured Term Loan Facility at any time, subject to redeployment costs in the case of prepayment of LIBOR borrowings other than the last day of the relevant interest period. The Senior Secured Term Loan Facility amortizes in equal quarterly installments of $7.4 million, less certain voluntary and mandatory prepayments, with the remaining balance due at final maturity.

The Senior Secured Term Loan Facility is guaranteed by Holdings and each of our current and future subsidiary guarantors other than (a) unrestricted subsidiaries, (b) certain immaterial subsidiaries, (c) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (d) certain holding companies of foreign subsidiaries, (e) captive insurance subsidiaries, not for profit subsidiaries, or a subsidiary which is a special purpose entity for securitization transactions or like special purposes and (f) any subsidiary that is prohibited by applicable law or contractual obligation from acting as a guarantor or which would require governmental approval to provide a guarantee. At July 29, 2017, the assets of non-guarantor subsidiaries, primarily (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, aggregated $416.0 million, or 5.4% of consolidated total assets. All obligations under the Senior Secured Term Loan Facility, and the guarantees of those obligations, are secured, subject to certain significant exceptions described below, by substantially all of the assets of Holdings, the Company and the subsidiary guarantors, including:

• a first-priority pledge of 100% of the Company's capital stock and certain of the capital stock held by the Company, Holdings or any subsidiary guarantor (which pledge, in the case of any foreign subsidiary is limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such foreign subsidiary);

• a first-priority security interest in, and mortgages on, a significant portion of the Company's owned real property and equipment and substantially all other tangible and intangible assets of the Company, Holdings and each subsidiary guarantor, but excluding, among other things, leasehold interests and the collateral described below; and

• a second-priority security interest in personal property consisting of inventory and related accounts, cash, deposit accounts, all payments received by the Company or the subsidiary guarantors from credit card clearinghouses and processors or otherwise in respect of all credit card charges for sales of inventory by the Company and the subsidiary guarantors, certain related assets and proceeds of the foregoing.

Capital stock and other securities of a subsidiary of the Company that are owned by the Company or any subsidiary guarantor will not constitute collateral under the Senior Secured Term Loan Facility to the extent that such securities cannot secure the 2028 Debentures or other secured public debt obligations without requiring the preparation and filing of separate financial statements of such subsidiary in accordance with applicable SEC rules. As a result, the collateral under the Senior Secured Term Loan Facility will include shares of capital stock or other securities of subsidiaries of the Company or any subsidiary guarantor only to the extent that the applicable value of such securities (on a subsidiary-by-subsidiary basis) is less than 20% of the aggregate principal amount of the 2028 Debentures or other secured public debt obligations of the Company.

The credit agreement governing the Senior Secured Term Loan Facility contains a number of negative covenants and covenants related to the security arrangements for the Senior Secured Term Loan Facility.  The credit agreement also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $50.0 million.

Cash Pay Notes.  The Company, along with Mariposa Borrower, Inc. as co-issuer, incurred indebtedness in the form of $960.0 million aggregate principal amount of 8.00% Senior Cash Pay Notes due 2021. Interest on the Cash Pay Notes is payable semi-annually in arrears on each April 15 and October 15.  The Cash Pay Notes are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility, other than Holdings.  The Cash Pay Notes are unsecured and the guarantees are full and unconditional.  At July 29, 2017, the redemption price at which we may redeem the Cash Pay Notes, in

F-22

whole or in part, as set forth in the indenture governing the Cash Pay Notes, was 106.000%. The Cash Pay Notes mature on October 15, 2021.

The Cash Pay Notes include certain restrictive covenants that limit our ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates and (ix) designate our subsidiaries as unrestricted subsidiaries. The Cash Pay Notes also contain a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million.

PIK Toggle Notes.  The Company, along with Mariposa Borrower, Inc. as co-issuer, incurred indebtedness in the form of $600.0 million aggregate principal amount of 8.75%/9.50% Senior PIK Toggle Notes due 2021. The PIK Toggle Notes are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility, other than Holdings. The PIK Toggle Notes are unsecured and the guarantees are full and unconditional. At July 29, 2017, the redemption price at which we may redeem the PIK Toggle Notes, in whole or in part, as set forth in the indenture governing the PIK Toggle Notes, was 106.563%. The PIK Toggle Notes mature on October 15, 2021.

Interest on the PIK Toggle Notes is payable semi-annually in arrears on each April 15 and October 15.  Interest on the PIK Toggle Notes, subject to certain restrictions, may be paid (i) entirely in cash ("Cash Interest"), (ii) entirely by increasing the principal amount of the PIK Toggle Notes by the relevant interest payment amount ("PIK Interest"), or (iii) 50% in Cash Interest and 50% in PIK Interest.  Cash Interest on the PIK Toggle Notes accrues at a rate of 8.75% per annum.  PIK Interest on the PIK Toggle Notes accrues at a rate of 9.50% per annum. Interest on the PIK Toggle Notes was paid entirely in cash for the first seven interest payments. We elected to pay the October 2017 interest payment in the form of PIK Interest, which will result in the issuance of $28.5 million of additional PIK Toggle Notes in October 2017. We intend to elect to pay interest in the form of PIK Interest or partial PIK Interest on our semi-annual interest payment due in April 2018 and may additionally elect to do so with respect to the payment due in October 2018. If we elect PIK Interest or partial PIK Interest with respect to these interest payments, we must deliver a notice of such election to the trustee no later than one day prior to the beginning of the relevant semi-annual interest period. We will evaluate our financial position prior to each future interest period to determine the appropriate election at that time.

The PIK Toggle Notes include certain restrictive covenants that limit our ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates and (ix) designate our subsidiaries as unrestricted subsidiaries. The PIK Toggle Notes also contain a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million.

2028 Debentures.  NMG has outstanding $125.0 million aggregate principal amount of our 7.125% Senior Debentures due 2028.  The 2028 Debentures are secured by a first lien security interest on certain collateral subject to liens granted under the Senior Secured Credit Facilities constituting (a) (1) 100% of the capital stock of certain of NMG’s existing and future domestic subsidiaries, and (2) 100% of the non-voting stock and 65% of the voting stock of certain of NMG’s existing and future foreign subsidiaries and (b) a significant portion of NMG's owned real property, in each case, to the extent required by the terms of the indenture governing the 2028 Debentures. The 2028 Debentures contain covenants that restrict NMG’s ability to create liens and enter into sale and lease back transactions.  The collateral securing the 2028 Debentures will be released upon the release of liens on such collateral under the Senior Secured Credit Facilities and any other debt (other than the 2028 Debentures) secured by such collateral.  Capital stock and other securities of a subsidiary of NMG that are owned by NMG or any subsidiary will not constitute collateral under the 2028 Debentures to the extent such property does not constitute collateral under the Senior Secured Credit Facilities as described above.  The 2028 Debentures are guaranteed on an unsecured, senior basis by the Company.  The guarantee is full and unconditional.  The guarantee of the 2028 Debentures 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.  At July 29, 2017, our non-guarantor 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 us in conducting our 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 us in conducting our operations. The 2028 Debentures include certain restrictive covenants

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and a cross-acceleration provision in respect of any other indebtedness that has an aggregate principal amount exceeding $15.0 million.  The 2028 Debentures mature on June 1, 2028.

Mytheresa.com Credit Facilities.Our subsidiary mytheresa.com GmbH, through which we operate mytheresa.com, is party to two credit facility agreements (the "mytheresa.com Credit Facilities"). The first facility, entered into October 1, 2015, is a revolving credit line for up to €6.5 million in availability and bears interest at a fixed rate of 2.39% (until further notice) for any loan drawn under the overdraft facility and at rates to be agreed on a case-by-case basis for money market loans and guarantees. The second facility, entered into June 8, 2017, is a revolving credit line for up to €8.5 million in availability and bears interest at a fixed rate of 2.25% (until further notice) for any loan drawn under the overdraft facility and at rates to be agreed on a case-by-case basis for any other loans.

Both facilities are secured by certain inventory held by mytheresa.com GmbH and certain contractual claims. The facilities are not guaranteed by, and are non-recourse to, us or any of our U.S. subsidiaries or affiliates. Each facility contains restrictive covenants prohibiting mytheresa.com GmbH from distributing or making available loan proceeds to any affiliates including us or any of our other subsidiaries and requiring mytheresa.com GmbH to maintain a minimum economic equity ratio. The agreements also contain usual and customary events of default, the occurrence of which may result in all outstanding amounts under the facility agreements becoming due and payable immediately. There is no scheduled amortization under either facility and neither facility has a specified maturity date. However, each lender may terminate its respective facility at any time provided that mytheresa.com GmbH is given a customary reasonable opportunity to secure alternative financing.

As of July 29, 2017, mytheresa.com GmbH had no outstanding borrowings, guarantees of $1.2 million, or €1.1 million, and unused commitments of $15.9 million, or €13.9 million.

Maturities of Long-term Debt.  At July 29, 2017, annual maturities of long-term debt during the next five fiscal years and thereafter are as follows (in millions):

2018	$	29.4
2019	29.4
2020	29.4
2021	3,014.4
2022	1,560.0
Thereafter	122.7

The previous table does not reflect future excess cash flow prepayments, if any, that may be required under the Senior Secured Term Loan Facility.

Interest Expense, net. The significant components of interest expense are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Asset-Based Revolving Credit Facility	$	7,022		$	3,104		$	1,463
Senior Secured Term Loan Facility	130,129			124,775			125,558
mytheresa.com Credit Facilities	58			23			8
Cash Pay Notes	76,800			76,800			76,800
PIK Toggle Notes	53,810			52,500			52,500
2028 Debentures	8,906			8,906			8,906
Amortization of debt issue costs	24,510			24,572			24,560
Capitalized interest	(6,270		)	(7,298		)	(2,361		)
Other, net	703			2,214			2,489
Interest expense, net	$	295,668		$	285,596		$	289,923

NOTE 9.  DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swaps. At July 29, 2017, we had outstanding floating rate debt obligations of $3,102.6 million. In April and June of 2016, we entered into floating to fixed interest rate swap agreements for an aggregate notional amount of $1,400.0 million to limit our exposure to interest rate increases related to a portion of our floating rate indebtedness. These swap

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agreements hedge a portion of our contractual floating rate interest commitments related to our Senior Secured Term Loan Facility from December 2016 to October 2020. As a result of the April 2016 swap agreements, our effective interest rate as to $700.0 million of floating rate indebtedness will be fixed at 4.9120% from December 2016 through October 2020. As a result of the June 2016 swap agreements, our effective interest rate as to an additional $700.0 million of floating rate indebtedness will be fixed at 4.7395% from December 2016 to October 2020. The fair value of our interest rate swap agreements was a gain of $3.6 million at July 29, 2017, which amount is included in other long-term assets, and a loss of $13.2 million at July 30, 2016, which amount is included in other long-term liabilities. The interest rate swap agreements expire in October 2020.

We designated the interest rate swaps as cash flow hedges. As cash flow hedges, unrealized gains on our outstanding interest rate swaps are recognized as assets while unrealized losses are recognized as liabilities. Our interest rate swap agreements are highly, but not perfectly, correlated to the changes in interest rates to which we are exposed. As a result, unrealized gains and losses on our interest rate swap agreements are designated as effective or ineffective. The effective portion of such gains or losses will be recorded as a component of accumulated other comprehensive loss while the ineffective portion of such gains or losses will be recorded as a component of interest expense.

In addition, we realize a gain or loss on our interest rate swap agreements in connection with each required interest payment on our floating rate indebtedness. The realized gains or losses effectively adjust the contractual interest requirements pursuant to the terms of our floating rate indebtedness to the interest requirements at the fixed rates established in the interest rate swap agreements. These realized gains or losses are reclassified to interest expense from accumulated other comprehensive loss.

Interest Rate Caps. In April 2014, we entered into interest rate cap agreements (at a cost of $2.0 million) for an aggregate notional amount of $1,400.0 million to hedge the variability of our cash flows related to a portion of our floating rate indebtedness. The interest rate cap agreements effectively capped LIBOR related to our Senior Secured Term Loan Facility at 3.00% from December 2014 through December 2016 with respect to the $1,400.0 million notional amount of such agreements. The interest rate cap agreements expired in December 2016. Gains and losses realized due to the expiration of applicable portions of the interest rate caps were reclassified to interest expense at the time our quarterly interest payments were made.

A summary of the recorded amounts related to our interest rate swaps and interest rate caps reflected in our Consolidated Statements of Operations is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30,  2016		August 1, 2015
Realized hedging losses related to interest rate swaps – included in net interest expense	$	5,191	$	—	$	—
Realized hedging losses related to interest rate caps – included in net interest expense	1,424		576		—
Total	$	6,615	$	576	$	—

The amount of losses recorded in other comprehensive loss at July 29, 2017 that is expected to be reclassified into interest expense in the next 12 months, if interest rates remain unchanged, is approximately $3.4 million.

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NOTE 10.  INCOME TAXES

The significant components of income tax expense (benefit) are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Current:
Federal	$	(38,337	)	$	(36,557	)	$	73,928
State	(8,567		)	(7,691		)	7,955
Foreign	926			5,948			980
	(45,978		)	(38,300		)	82,863
Deferred:
Federal	(148,359		)	(78,804		)	(60,780		)
State	(22,357		)	(18,189		)	(6,080		)
Foreign	(436		)	(5,848		)	(2,876		)
	(171,152		)	(102,841		)	(69,736		)
Income tax expense (benefit)	$	(217,130	)	$	(141,141	)	$	13,127

The significant components of earnings (loss) before income taxes are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
United States	$	(752,705	)	$	(542,310	)	$	38,399
Foreign	3,816			(4,941		)	(10,323		)
Earnings (loss) before income taxes	$	(748,889	)	$	(547,251	)	$	28,076

A reconciliation of income tax expense (benefit) to the amount calculated based on the federal and state statutory rates is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Income tax expense (benefit) at statutory rate	$	(262,111	)	$	(191,538	)	$	9,827
State income taxes, net of federal income tax benefit	(21,132		)	(15,480		)	1,235
Impact of non-deductible expenses, including goodwill impairment	64,875			64,372			3,330
Tax expense (benefit) related to tax settlements and other changes in tax liabilities	(2,022		)	(554		)	(555		)
Impact of foreign tax differential	51			377			(706		)
Unbenefitted losses of foreign subsidiary	703			1,444			—
Other	2,506			238			(4		)
Total	$	(217,130	)	$	(141,141	)	$	13,127
Effective tax rate	29.0		%	25.8		%	46.8		%

Our effective income tax rates of 29.0% and 25.8% on the losses for fiscal years 2017 and 2016 were less than the federal statutory tax rate of 35%. No income tax benefits exist related to the goodwill impairment charges of $196.2 million recorded in fiscal year 2017 and $199.2 million recorded in fiscal year 2016. Excluding the impact of the goodwill impairment charges, our effective income tax rates were 39.3% for fiscal year 2017 and 40.6% for fiscal year 2016, which exceeded the federal statutory tax rate due primarily to state income taxes. Our effective income tax rate of 46.8% on the earnings for fiscal year 2015 exceeded the federal statutory tax rate due primarily to state income taxes and the non-deductible portion of transaction and other costs incurred in connection with the MyTheresa acquisition.

We have and intend to continue to reinvest all earnings generated by our foreign operations outside of the U.S. As such, no provision for federal or state income taxes is required as of July 29, 2017.If our intentions change or if these funds

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are needed for our U.S. operations, we would be required to accrue or pay U.S. taxes on some or all of these undistributed earnings and our effective tax rate would increase. Determination of the unrecognized deferred tax liability that would be incurred if such amounts were repatriated, if any, is not practicable because the calculation is complex and subject to significant volatility.

Significant components of our net deferred income tax asset (liability) are as follows:

(in thousands)	July 29, 2017			July 30, 2016
Deferred income tax assets:
Accruals and reserves	$	34,727		$	31,628
Employee benefits	179,565			202,778
Other	72,882			36,406
Total deferred tax assets	$	287,174		$	270,812
Deferred income tax liabilities:
Inventory	$	(13,264	)	$	(10,125	)
Depreciation and amortization	(322,184		)	(285,563		)
Intangible assets	(1,083,459		)	(1,241,497		)
Other	(25,100		)	(30,420		)
Total deferred tax liabilities	(1,444,007		)	(1,567,605		)
Net deferred income tax liability	$	(1,156,833	)	$	(1,296,793	)

The net deferred tax liability of $1,156.8 million at July 29, 2017 decreased from $1,296.8 million at July 30, 2016.  This decrease of $140.0 million was comprised primarily of (i) $117.4 million decrease in deferred tax liabilities resulting from impairment charges incurred in connection with our tradenames and (ii) $38.3 million increase in deferred tax assets related to a federal net operating loss ("NOL") carryforward.

At July 29, 2017, the Company has gross U.S. federal NOLs of $97.7 million and credit carryforwards of $2.0 million. Gross state NOLs are $28.5 million and state credit carryforwards are $1.7 million. The federal NOLs and credit carryforwards will expire in 2037 while the state NOLs and credit carryforwards will expire beginning in 2021 through 2037, if not utilized. All NOLs are expected to be used prior to the end of the carryforward period. A gross net operating loss of $8.5 million exists in the foreign jurisdiction of Luxembourg. A full valuation allowance has been set up against the Luxembourg NOL.

The Company assesses whether deferred tax assets should be recognized based upon the consideration of both positive and negative evidence. Although realization is not assured, the Company believes that the realization of the recognized deferred tax assets is more likely than not based on expectations of future taxable income.

At July 29, 2017, the gross amount of unrecognized tax benefits was $2.2 million ($1.4 million of which would impact our effective tax rate, if recognized). We classify interest and penalties as a component of income tax expense (benefit) and our liability for accrued interest and penalties was $0.4 million at July 29, 2017 and $0.4 million at July 30, 2016. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(in thousands)	July 29, 2017			July 30, 2016
Balance at beginning of fiscal year	$	3,661		$	1,854
Gross amount of decreases for prior year tax positions	(3,005		)	(1,290		)
Gross amount of increases for current year tax positions	1,533			3,097
Balance at end of fiscal year	$	2,189		$	3,661

We file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. The Internal Revenue Service ("IRS") finalized its audits of our fiscal year 2012 and short-year 2013 (prior to the Acquisition) federal income tax returns. With respect to state, local and foreign jurisdictions, with limited exceptions, we are no longer subject to income tax audits for fiscal years before 2013.  We believe our recorded tax liabilities as of July 29, 2017 are sufficient to cover any potential assessments made by the IRS or other taxing authorities and we will continue to review our recorded tax liabilities for potential audit assessments based upon subsequent events, new information and future circumstances.  We believe it is reasonably possible that adjustments to the amounts of our unrecognized tax benefits could

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occur within the next 12 months as a result of settlements with tax authorities or expiration of statutes of limitations.  At this time, we do not believe such adjustments will have a material impact on our Consolidated Financial Statements.

Subsequent to the Acquisition, Parent and its subsidiaries, including the Company, file U.S. federal income taxes as a consolidated group. The Company has elected to be treated as a corporation for U.S. federal income tax purposes and all operations of Parent are conducted through Holdings and its subsidiaries, including the Company. Income taxes incurred by Parent are reflected by the Company and its subsidiaries in the preparation of our Consolidated Financial Statements. There are no differences in current and deferred income taxes between the Company and Parent.

NOTE 11.  EMPLOYEE BENEFIT PLANS

Description of Benefit Plans.  We currently maintain defined contribution plans consisting of a retirement savings plan ("RSP") and a defined contribution supplemental executive retirement plan ("Defined Contribution SERP Plan").  As of January 1, 2011, employees may make pretax contributions to the RSP and we match an employee’s contribution up to a maximum of 6% of the employee’s compensation subject to statutory limitations for a potential maximum match of 75% of employee contributions.  We also sponsor an unfunded key employee deferred compensation plan, which provides certain employees with additional benefits.  Our aggregate expense related to these plans was approximately $27.7 million in fiscal year 2017, $28.0 million in fiscal year 2016 and $30.5 million in fiscal year 2015.

In addition, we sponsor a defined benefit pension plan ("Pension Plan") and an unfunded supplemental executive retirement plan ("SERP Plan") that provides certain employees additional pension benefits.  As of the third quarter of fiscal year 2010, benefits offered to all participants in our Pension Plan and SERP Plan were frozen.  Retirees and active employees hired prior to March 1, 1989 are eligible for certain limited postretirement health care benefits ("Postretirement Plan") if they meet certain service and minimum age requirements.

Our obligations for employee benefit plans, included in other long-term liabilities, are as follows:

(in thousands)	July 29, 2017			July 30, 2016
Pension Plan:
Projected benefit obligation	$	620,900		$	683,493
Less: Plan assets	(380,163		)	(383,817		)
Pension Plan, net	240,737			299,676
SERP Plan	112,739			118,484
Postretirement Plan	6,916			8,600
	360,392			426,760
Less: current portion	(7,803		)	(7,345		)
Long-term portion of benefit obligations	$	352,589		$	419,415

Benefit Obligations.  Our obligations for the Pension Plan, SERP Plan and Postretirement Plan are valued as of the end of each fiscal year.  Changes in our obligations pursuant to our Pension Plan, SERP Plan and Postretirement Plan during fiscal years 2017 and 2016 are as follows:

	Pension Plan						SERP Plan						Postretirement Plan
	Fiscal years						Fiscal years						Fiscal years
(in thousands)	2017			2016			2017			2016			2017			2016
Projected benefit obligations:
Beginning of year	$	683,493		$	612,762		$	118,484		$	111,157		$	8,600		$	9,121
Service cost	—			—			—			—			1			3
Interest cost	19,479			21,716			3,134			3,569			219			285
Actuarial (gain) loss	(56,329		)	72,786			(3,270		)	8,862			(1,006		)	(193		)
Benefits paid, net	(25,743		)	(23,771		)	(5,609		)	(5,104		)	(898		)	(616		)
End of year	$	620,900		$	683,493		$	112,739		$	118,484		$	6,916		$	8,600

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Cost of Benefits.  The components of the expenses (income) we incurred under our Pension Plan, SERP Plan and Postretirement Plan are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Pension Plan:
Interest cost	$	19,479		$	21,716		$	25,527
Expected return on plan assets	(21,323		)	(23,229		)	(24,935		)
Net amortization of losses	2,653			—			—
Pension Plan expense (income)	$	809		$	(1,513	)	$	592
SERP Plan:
Interest cost	$	3,134		$	3,569		$	4,505
Net amortization of losses	93			—			—
SERP Plan expense	$	3,227		$	3,569		$	4,505
Postretirement Plan:
Service cost	$	1		$	3		$	11
Interest cost	219			285			451
Net amortization of gains	(585		)	(582		)	(372		)
Postretirement Plan expense (income)	$	(365	)	$	(294	)	$	90

For purposes of determining pension expense, the expected return on plan assets is calculated using the market related value of plan assets.  The market related value of plan assets does not immediately recognize realized gains and losses.  Rather, these effects of realized gains and losses are deferred initially and amortized over three years in the determination of the market related value of plan assets.  At July 29, 2017, the market related value of plan assets exceeded the fair value by $12.4 million.

Actuarial Loss (Gain). Our projected benefit obligation is adjusted at the end of each fiscal year based upon updated assumptions as to discount rates (as further described below), differences between the actual and expected earnings on our Pension Plan assets, mortality assumptions and other factors. In fiscal year 2017, we decreased our obligations for our employee benefit plans for actuarial gains of $60.6 million ($36.8 million net of taxes) primarily as a result of increases in applicable discount rates and updates to our mortality assumptions.

Expected Benefit Payments. A summary of expected benefit payments related to our Pension Plan, SERP Plan and Postretirement Plan is as follows:

	Pension		SERP		Postretirement
(in thousands)	Plan		Plan		Plan
Fiscal year 2018	$	28,299	$	7,271	$	532
Fiscal year 2019	29,578		7,070		490
Fiscal year 2020	30,708		7,193		439
Fiscal year 2021	31,856		7,297		448
Fiscal year 2022	32,958		7,350		427
Fiscal years 2023-2027	177,469		35,680		2,034

Pension Plan Assets and Investment Valuations. Changes in the assets held by our Pension Plan in fiscal years 2017 and 2016 are as follows:

	Fiscal years
(in thousands)	2017			2016
Fair value of assets at beginning of year	$	383,817		$	394,150
Actual return on assets	11,389			13,438
Benefits paid	(25,743		)	(23,771		)
Contributions	10,700			—
Fair value of assets at end of year	$	380,163		$	383,817

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The Pension Plan’s investments are stated at fair value or estimated fair value, as more fully described below.  Purchases and sales of securities are recorded on the trade date.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.

Assets held by our Pension Plan are invested in accordance with the provisions of our approved investment policy.  The Pension Plan’s strategic asset allocation was structured to reduce volatility through diversification and enhance return to approximate the amounts and timing of the expected benefit payments.  The asset allocation for our Pension Plan at the end of fiscal years 2017 and 2016 and the target allocation for fiscal year 2018, by asset category, are as follows:

	Pension Plan
			Allocation at		Allocation at
	Target Allocation		July 31, 2017		July 31, 2016
Equity securities	60	%	60	%	59	%
Fixed income securities	40	%	40	%	41	%
Total	100	%	100	%	100	%

Pension Plan investments in mutual funds and U.S. government securities are classified as Level 1 investments within the fair value hierarchy. Investments in mutual funds and U.S. government securities are valued at fair value based on quoted market prices at year-end.

Pension Plan investments in corporate debt securities and certain other investments are classified as Level 2 investments within the fair value hierarchy.  Other Level 2 investments are valued using updated quotes from market makers or broker-dealers recognized as market participants, information from market sources integrating relative credit information, observed market movements and sector news, all of which are applied to pricing applications and models.

Pension Plan investments in common/collective trusts, hedge funds and limited partnership interests are not classified within the fair value hierarchy.  Investments in common/collective trusts are valued based on net asset values on the last business day of the Pension Plan's year end as determined by the sponsors of such trusts and can be redeemed daily.  Hedge funds are valued at estimated fair value based on net asset value as determined by the respective fund manager based on the valuation of the underlying securities.  Limited partnership interests in venture capital investments are valued at estimated fair value based on net asset value as determined by the respective fund investment manager.  The hedge funds and limited partnerships allocate gains, losses and expenses to the Pension Plan as described in the agreements.

Hedge funds and limited partnership interests are redeemable at net asset value to the extent provided in the documentation governing the investments.  Redemption of these investments may be subject to restrictions including lock-up periods where no redemptions are allowed, restrictions on redemption frequency and advance notice periods for redemptions.  As of July 29, 2017, certain of these investments were subject to restrictions on redemption frequency, ranging from daily to every three years and certain of these investments are subject to advance notice requirements, ranging from three-day notification to 180-day notification.

Investment securities, in general, are exposed to various risks such as interest rate, credit and overall market volatility.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.  The valuation methods previously described above may produce a fair value calculation that may not be indicative of net realized value or reflective of future fair values.

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The following tables set forth by level, within the fair value hierarchy, the Pension Plan’s assets at fair value as of July 29, 2017 and July 30, 2016.

	July 29, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Corporate debt securities	$	—	$	102,013	$	—	$	102,013
Mutual funds	22,096		—		—		22,096
U.S. government securities	26,041		—		—		26,041
Other	—		2,679		—		2,679
	$	48,137	$	104,692	$	—
Investments measured at net asset value:
Common/collective trusts							66,156
Hedge funds							157,486
Limited partnership interests							3,692
Total investments at fair value							$	380,163

	July 30, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Corporate debt securities	$	—	$	96,389	$	—	$	96,389
Mutual funds	22,987		—		—		22,987
U.S. government securities	28,894		—		—		28,894
Other	—		7,442		—		7,442
	$	51,881	$	103,831	$	—
Investments measured at net asset value:
Common/collective trusts							59,071
Hedge funds							165,003
Limited partnership interests							4,031
Total investments at fair value							$	383,817

Funding Policy and Status.  Our policy is to fund the Pension Plan at or above the minimum level required by law.  In fiscal year 2017, we were required to contribute $10.7 million to the Pension Plan. In fiscal year 2016, we were not required to make contributions to the Pension Plan.  As of July 29, 2017, we believe we will be required to contribute $25.1 million to the Pension Plan in fiscal year 2018.

Assumptions.  Significant assumptions related to the calculation of our obligations pursuant to our employee benefit plans include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by our Pension Plan and the health care cost trend rate for the Postretirement Plan.  We review these assumptions annually based upon currently available information.  The assumptions we utilized in calculating the projected benefit obligations and periodic expense of our Pension Plan, SERP Plan and Postretirement Plan are as follows:

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	July 31, 2017		July 31, 2016		July 31, 2015
Pension Plan:
Discount rate	3.80	%	3.44	%	4.30	%
Expected long-term rate of return on plan assets	5.50	%	5.50	%	6.00	%
SERP Plan:
Discount rate	3.69	%	3.30	%	4.15	%
Postretirement Plan:
Discount rate	3.71	%	3.33	%	4.15	%
Initial health care cost trend rate	8.50	%	7.50	%	7.50	%
Ultimate health care cost trend rate	5.00	%	5.00	%	5.00	%

Discount Rate.  The assumed discount rate utilized is based on a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. The discount rate is utilized principally in calculating the present values of our benefit obligations and related expenses.

Expected Long-Term Rate of Return on Plan Assets.  The assumed expected long-term rate of return on assets is the weighted average rate of earnings, net of investment and administrative expenses, expected on the funds invested or to be invested by the Pension Plan to provide for the plan’s obligations.  At July 29, 2017, the expected long-term rate of return on plan assets was 5.50%.  We estimate the expected average long-term rate of return on assets based on historical returns, our future asset performance expectations using currently available market and other data and the advice of our outside actuaries and advisors.  To the extent the actual rate of return on assets realized over the course of a year is greater than the assumed rate, that year’s annual pension expense is not affected.  Rather, this gain reduces future pension expense over a period of approximately 22 years.  To the extent the actual rate of return on assets is less than the assumed rate, that year’s annual pension expense is likewise not affected.  Rather, this loss increases pension expense over approximately 22 years.

Health Care Cost Trend Rate.  The assumed health care cost trend rate represents our estimate of the annual rates of change in the costs of the health care benefits currently provided by the Postretirement Plan.  The health care cost trend rate implicitly considers estimates of health care inflation, changes in health care utilization and delivery patterns, technological advances and changes in the health status of the plan participants.

NOTE 12.  COMMITMENTS AND CONTINGENCIES

Leases.  We lease certain property and equipment under various operating leases.  The leases provide for fixed monthly rentals and/or contingent rentals based upon sales in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs.  Generally, the leases have primary terms ranging from five to 99 years and include renewal options ranging from three to 80 years.

Rent expense and related occupancy costs under operating leases is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Minimum rent	$	81,700		$	81,300		$	73,700
Contingent rent	20,400			21,900			27,700
Other occupancy costs	18,200			18,300			16,500
Amortization of deferred real estate credits	(4,200		)	(2,100		)	(800		)
Total rent expense	$	116,100		$	119,400		$	117,100

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Future minimum rental commitments (excluding renewal options) under non-cancelable leases for the next five fiscal years and thereafter are as follows (in thousands):

2018	$	86,500
2019	83,900
2020	76,000
2021	71,300
2022	68,300
Thereafter	1,668,800

Employment and Consumer Class Actions Litigation.  In 2007, Bernadette Tanguilig filed a lawsuit in the Superior Court of California for San Francisco County alleging wrongful termination and retaliation arising from her refusal to sign the Company’s mandatory arbitration agreement. Ms. Tanguilig later filed several amendments to her complaint adding claims under the California Labor Code Private Attorneys General Act ("PAGA") and class action allegations of wage and hour violations. She also added Juan Carlos Pinela as an additional plaintiff. In December 2013, the Company filed a motion to dismiss Ms. Tanguilig’s claims based on her failure to bring her claims to trial within five years as required by California law. In February 2014, the Company’s motion was granted and Ms. Tanguilig’s claims were dismissed. Ms. Tanguilig appealed. Briefing is complete, and a judicial panel has been assigned. The parties have requested oral argument, but no date has been set.

In October 2011, the court ordered Mr. Pinela (a co-plaintiff in the Tanguilig case) to arbitrate his claims in accordance with the mandatory arbitration agreement. Mr. Pinela filed a demand for arbitration seeking to arbitrate both his individual and class claims, which the Company argued was in violation of the class action waiver in the arbitration agreement. This led to further proceedings in the trial court, a stay of the arbitration, and a decision by the trial court to reconsider and vacate its order compelling arbitration, which the Company appealed. In June 2015, the appellate court upheld the trial court’s denial of the Company’s motion to compel arbitration of Mr. Pinela’s claims. The Company’s petition for rehearing by the appellate court and petition for review by the California Supreme Court were denied, and the case was returned to the trial court. On December 10, 2015, the trial court issued a stay of the case pending the conclusion of the Tanguilig appeal, which remains in effect.

We recorded our currently estimable liabilities with respect to Ms. Tanguilig's employment class action litigation claims in fiscal year 2014, which amount was not material to our financial condition or results of operations. We will continue to evaluate the Tanguilig matter, and our recorded reserve for such matter, based on subsequent events, new information and future circumstances.

The National Labor Relations Board ("NLRB") has been pursuing a complaint alleging that the Mandatory Arbitration Agreement’s class action prohibition violates employees’ rights to engage in concerted activity. The administrative law judge issued a recommended decision and order finding that the Company's Arbitration Agreement and class action waiver violated the National Labor Relations Act, which were affirmed by the NLRB in August 2015. On August 12, 2015, we filed our petition for review of the NLRB's order with the U.S. Court of Appeals for the Fifth Circuit. This case is stayed while another similar case is pending before the U.S. Supreme Court.

On August 7, 2014, a putative class action complaint was filed against The Neiman Marcus Group LLC in Los Angeles County Superior Court by a customer, Linda Rubenstein, in connection with the Company's Last Call stores in California. Ms. Rubenstein alleges that the Company has violated various California consumer protection statutes by implementing a marketing and pricing strategy that suggests that clothing sold at Last Call stores in California was originally offered for sale at full-line Neiman Marcus stores when allegedly, it was not, and that the Company lacks adequate information to support its comparative pricing labels. In September 2014, we removed the case to the U.S. District Court for the Central District of California. After dismissing Ms. Rubenstein’s original and first amended complaint, the court dismissed her second amended complaint in its entirety in May 2015, without leave to amend, and Ms. Rubenstein appealed. In April 2017, the Court of Appeal reversed, holding that Ms. Rubenstein’s allegations were sufficient to proceed past the pleadings stage of litigation. The case has been transferred back to the district court and has a trial date of July 24, 2018. On September 7, 2017, the district court issued an order permitting Ms. Rubenstein to file a proposed Third Amended Complaint, which modifies the putative class period. Additionally, Ms. Rubenstein filed a motion for class certification, which is currently set for hearing on December 18, 2017.

The Company has several wage and hour putative class action matters pending in California. The earliest, filed in December 2015 and amended in February 2016, was filed against The Neiman Marcus Group, Inc. by Holly Attia and seven other named plaintiffs, seeking to certify a class of nonexempt employees for alleged violations for failure to pay overtime

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wages, failure to provide meal and rest breaks, failure to reimburse business expenses, failure to timely pay wages due at termination and failure to provide accurate itemized wage statements. Plaintiffs also allege derivative claims for restitution under California unfair competition law and a representative claim for penalties under PAGA, and all related damages for alleged violations (restitution, statutory penalties under PAGA, and attorneys' fees, interest and costs of suit). The case was removed to the U.S. District Court for the Central District of California in March 2016, and the Company filed a motion to compel arbitration and requested to stay the PAGA claim. In June 2016, the court granted the motion and compelled arbitration of the individual claims. The court retained jurisdiction of the PAGA claim and stayed that claim pending the outcome of arbitration. In October 2016, the court granted the plaintiffs' motion for reconsideration of the arbitration decision based on a recent decision by the Ninth Circuit Court of Appeals in Morris v. Ernst & Young, LLP, and reversed its order compelling arbitration. The Company appealed. The U.S. Supreme Court granted certiorari of the Morris decision, and the Ninth Circuit appeal is currently stayed pending the Supreme Court's decision. In June 2017, the district court stayed the entire case pending the Supreme Court’s decision in Morris.

On June 1, 2016, a PAGA representative action was filed against The Neiman Marcus Group, Inc. in the same court as Attia by Xuan Hien Nguyen pleading only PAGA claims and asserting the same factual allegations as the plaintiffs in Attia. The Company filed a motion to dismiss or to stay the case. In September 2016, the court granted the Company's motion and stayed the Nguyen case in light of Attia. At a status conference on September 5, 2017, the court maintained the stay and set a further status conference for November 8, 2017.

On July 28, 2016, former employee Milca Connolly also filed a representative action alleging only PAGA claims against The Neiman Marcus Group raising substantially identical claims to those raised in both Attia and Nguyen. The Company filed a motion to dismiss or stay the case in light of Attia and Nguyen. In November 2016, the court granted the Company's motion to stay the case. At a status conference on September 5, 2017, the court maintained the stay and set a further status conference for November 8, 2017.

On September 27, 2016, a dormant Illinois putative class action lawsuit, Catherine Ohle v. Neiman Marcus Group, originally filed in the Circuit Court of Cook County, was revived by an Illinois appeals court when it reversed a June 2014 trial court's order granting summary judgment to the Company and dismissing the matter in its entirety. In Ohle, the plaintiff alleged that the Company’s prior practice of conducting pre-employment credit checks of sales associates and considering credit history as a factor in its hiring decisions violated the Illinois Employee Credit Privacy Act. The appellate court reversed, holding that no exemption applied. The Company appealed the decision to the Illinois Supreme Court, and review was denied on January 25, 2017. The case was returned to the trial court for further proceedings. On September 19, 2017, the court granted final approval of a class settlement.

In addition, we are currently involved in various other legal actions and proceedings that arose in the ordinary course of business. With respect to the matters described above as well as all other current outstanding litigation involving us, we believe that any liability arising as a result of such litigation will not have a material adverse effect on our financial condition, results of operations or cash flows.

Cyber-Attack Class Actions Litigation. In January 2014, three class actions relating to a cyber-attack on our computer systems in 2013 (the "Cyber-Attack") were filed and later voluntarily dismissed by the plaintiffs between February and April 2014. The plaintiffs had alleged negligence and other claims in connection with their purchases by payment cards and sought monetary and injunctive relief. Three additional putative class actions relating to the Cyber-Attack were filed in March and April 2014, also alleging negligence and other claims in connection with plaintiffs’ purchases by payment cards. Two of the cases were voluntarily dismissed. The third case, Hilary Remijas v. The Neiman Marcus Group, LLC, was filed on March 12, 2014 in the U.S. District Court for the Northern District of Illinois. On June 2, 2014, an amended complaint in the Remijas case was filed, which added three plaintiffs (Debbie Farnoush and Joanne Kao, California residents; and Melissa Frank, a New York resident) and asserted claims for negligence, implied contract, unjust enrichment, violation of various consumer protection statutes, invasion of privacy and violation of state data breach laws. The Company moved to dismiss the Remijas amended complaint, and the court granted the Company's motion on the grounds that the plaintiffs lacked standing due to their failure to demonstrate an actionable injury. Plaintiffs appealed the district court's order dismissing the case to the Seventh Circuit Court of Appeals, and the Seventh Circuit Court of Appeals reversed the district court's ruling, remanding the case back to the district court. The Company filed a petition for rehearing en banc, which the Seventh Circuit Court of Appeals denied. The Company filed a motion for dismissal on other grounds, which the court denied. The parties jointly requested, and the court granted, an extension of time for filing a responsive pleading, which was due on December 28, 2016. On February 9, 2017, the court denied the parties' request for another extension of time, dismissed the case without prejudice, and stated that plaintiffs could file a motion to reinstate. On March 8, 2017, plaintiffs filed a motion to reinstate, which the court granted on March 16, 2017. On March 17, 2017, plaintiffs filed a motion seeking preliminary approval of a class action settlement resolving this action, which the court granted on June 21, 2017. The court set for October 26, 2017 as the date for a fairness

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hearing and consideration of final approval of the class action settlement. In September 2017, purported settlement class members filed two objections asking the court to deny final approval of the proposed settlement. The plaintiffs’ and the Company’s responses to the objections are due on October 19, 2017.

In addition to class actions litigation, payment card companies and associations may require us to reimburse them for unauthorized card charges and costs to replace cards and may also impose fines or penalties in connection with the security incident, and enforcement authorities may also impose fines or other remedies against us. We have also incurred other costs associated with this security incident, including legal fees, investigative fees, costs of communications with customers and credit monitoring services provided to our customers. At this point, we are unable to predict the developments in, outcome of, and economic and other consequences of pending or future litigation or regulatory investigations related to, and other costs associated with, this matter. We will continue to evaluate these matters based on subsequent events, new information and future circumstances.

Other.  We had $1.8 million of irrevocable letters of credit and $3.4 million in surety bonds outstanding at July 29, 2017, relating primarily to merchandise imports and state sales tax and utility requirements.

NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in accumulated other comprehensive loss by component (amounts are recorded net of related income taxes):

(in thousands)	Foreign Currency Translation Adjustments			Unrealized Gains (Losses) on Financial Instruments			Unfunded Benefit Obligations			Total
Balance, July 30, 2016	$	(19,168	)	$	(9,326	)	$	(87,347	)	$	(115,841	)
Other comprehensive earnings	7,568			8,698			32,122			48,388
Amounts reclassified from accumulated other comprehensive loss	—			4,022			—			4,022
Balance, July 29, 2017	$	(11,600	)	$	3,394		$	(55,225	)	$	(63,431	)

The amounts reclassified from accumulated other comprehensive loss are recorded within interest expense on the Consolidated Statements of Operations.

NOTE 14.  STOCK-BASED AWARDS

Incentive Plans.  Parent established various incentive plans pursuant to which eligible employees, consultants and non-employee directors are eligible to receive stock-based awards.  Under the incentive plans, Parent is authorized to grant stock options, restricted stock and other types of awards that are valued in whole or in part by reference to, or are payable or otherwise based on, the shares of common stock of Parent. Charges with respect to options issued by Parent pursuant to the incentive plans are reflected by the Company in the preparation of our Consolidated Financial Statements.

Co-Invest Options.  In connection with the Acquisition, certain executive officers of the Company rolled over a portion of the amounts otherwise payable in settlement of their pre-Acquisition stock options into stock options of Parent representing options to purchase a total of 56,979 shares of common stock of Parent (the "Co-Invest Options"). 

The number of Co-Invest Options issued upon conversion of pre-Acquisition stock options was equal to the product of (a) the number of shares subject to the applicable pre-Acquisition stock options multiplied by (b) the ratio of the per share merger consideration over the fair market value of a share of Parent, which was approximately 3.1x (the "Exchange Ratio").  The exercise price of each pre-Acquisition stock option was adjusted by dividing the original exercise price of the pre-Acquisition stock option by the Exchange Ratio.  Following the conversion, the exercise prices of the Co-Invest Options range from $180 to $644 per share.  As of the date of the Acquisition, the aggregate intrinsic value of the Co-Invest Options equaled the aggregate intrinsic value of the rolled over pre-Acquisition stock options. The Co-Invest Options are fully vested and are exercisable at any time prior to the applicable expiration dates related to the original grant of the pre-Acquisition options. The Co-Invest Options contain sale and repurchase provisions.

F-35

On September 8, 2017, the Compensation Committee approved grants of non-qualified Co-Invest Options (the “New Co-Invest Options”) to certain continuing employees who previously held Co-Invest Options. The New Co-Invest Options have the effect of replacing the previous Co-Invest Options held by those employees, which were cancelled, and extending the expiration date to the tenth anniversary of the grant date. All other terms of the New Co-Invest Options remain unchanged from the terms of the cancelled Co-Invest Options.

Non-Qualified Stock Options.  Pursuant to the terms of the incentive plans, Parent granted time-vested and performance-vested non-qualified stock options to certain executive officers, employees and non-employee directors of the Company.  These non-qualified stock options will expire no later than the tenth anniversary of the grant date. 

Accounting for Stock Options. Prior to an initial public offering ("IPO"), in the event the optionee ceases to be an employee of the Company, Parent generally has the right to repurchase shares issued upon exercise of vested stock options at fair market value and shares underlying vested unexercised stock options for the difference between the fair market value of the underlying share on the date of such optionee's termination of employment and the exercise price. However, other than with respect to the Co-Invest Options, if the optionee voluntarily leaves the Company without good reason (as defined in the incentive plans) or is terminated for cause, the repurchase price is the lesser of the exercise price of such options or the fair value of such awards at the employee termination date. For certain optionees, in the event of the retirement of the optionee, the repurchase price is the fair value at the retirement date. Parent's repurchase rights expire upon completion of an IPO, including with respect to the Co-Invest Options.

We currently account for stock options issued to certain optionees who will become retirement eligible prior to the expiration of their stock options ("Retirement Eligible Optionees") as variable awards using the liability method as these optionees could receive a cash settlement of their awards at the time of retirement should Parent exercise its repurchase rights with respect to such shares. Under the liability method, we recognize the estimated liability for option awards held by Retirement Eligible Optionees over the vesting periods of such awards. In periods in which the estimated fair value of our equity increases, we increase our stock compensation liability. Conversely, in periods in which the estimated fair value of our equity decreases, we reduce our stock compensation liability. These increases/decreases are recorded as stock compensation expense and are included in selling, general and administrative expenses. With respect to time-vested options held by non-Retirement Eligible Optionees, such options are effectively forfeited should the optionee voluntarily leave the Company without good reason or be terminated for cause prior to an IPO. As a result, we currently record no expense or liability with respect to such options. With respect to performance-vested options, such options are effectively forfeited should the optionee voluntarily leave the Company without good reason or be terminated for cause prior to achievement of the performance condition. As a result, we currently record no expense or liability with respect to such options.

A summary of our liabilities for our variable stock option awards is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016
Balance at beginning of fiscal year	$	5,500		$	15,873
Stock option expense (benefit)	(2,337		)	(10,373		)
Reclassifications to equity	(2,995		)	—
Balance at end of fiscal year	$	168		$	5,500

Outstanding Stock Options.  A summary of stock option activity is as follows:

	Fiscal year ended July 29, 2017
	Shares		Weighted Average Exercise Price		Weighted Average Remaining  Contractual Life (years)
Outstanding at July 30, 2016	217,597		$	881
Granted	9,971		1,000
Exercised	(609	)	180
Forfeited	(30,543	)	1,004
Outstanding at July 29, 2017	196,416		$	854	5.1
Options exercisable at end of fiscal year	95,131		$	692	3.4

F-36

Grant Date Fair Value of Stock Options.  At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock.  Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Parent Board or the Compensation Committee, as applicable, at the time option grants are awarded (Level 3 determination of fair value).  In determining the fair market value of Parent's common stock, the Parent Board or the Compensation Committee, as applicable, considers such factors as any recent transactions involving Parent's common stock, the Company’s actual and projected financial results, the principal amount of the Company’s indebtedness, valuations of the Company performed by third parties and other factors it believes are material to the valuation process.

We use the Black-Scholes option-pricing model to determine the fair value of our options as of the date of grant. We used the following assumptions to estimate the fair value for stock options at the grant date:

	Fiscal year ended
	July 29, 2017			July 30, 2016			August 1, 2015
Weighted average exercise price	$	1,000		$	1,205		$	1,166
Weighted term in years	5			5			5
Weighted average volatility	31.43		%	29.43		%	30.20		%
Risk-free interest rate	1.27% - 1.88%			1.33		%	1.55% - 1.63%
Dividend yield	—			—			—
Weighted average fair value	$	149		$	341		$	343

Expected volatility is based on estimates of implied volatility of our peer group.

In September 2016, the Compensation Committee determined that the exercise prices of certain time-vested and performance-vested stock options were higher than the current fair market value of Parent's common stock. In order to enhance the retentive value of these options, the Compensation Committee approved (1) a repricing of 18,225 time-vested and performance-vested stock options to an exercise price of $1,000 per share and (2) modifications to the performance metrics applicable to all performance-vested stock options.

Restricted Stock. On October 27, 2016, Parent approved grants of 26,954 restricted shares of common stock of Parent to certain executive officers and management employees. Subject to continued employment, shares of restricted stock will vest over three or four years in equal increments on each anniversary of December 1, 2016. Each year beginning in calendar 2017, subject to certain limitations, each recipient will have the ability to require Parent to acquire his or her vested shares (the "put right") during the 14-day period following the release of the Company's earnings in respect of its first fiscal quarter (such period, the "put period") for a purchase price equal to the fair market value of Parent's common stock at the beginning of the put period. Except as described below with respect to our Chief Executive Officer, a recipient will forfeit all unvested shares of restricted stock and may not exercise the put right with respect to any vested shares following the termination of his or her employment for any reason. Following a voluntary departure without good reason or a termination for cause, we have the right to repurchase any vested shares of restricted stock at par value ($0.001 per share).

If our Chief Executive Officer's employment is terminated by Parent without cause, by her for good reason (as defined in her employment agreement) or by reason of the non-renewal of her employment agreement, (i) prior to a change in control of Parent, all unvested shares of restricted stock that would have vested in the 12-month period following the date of such termination of employment will accelerate and vest, and (ii) following a change in control but before an IPO, all unvested shares of restricted stock will accelerate and vest. Upon such termination, our Chief Executive Officer will have the ability to exercise the put right with respect to vested shares in the first put period following termination of employment.

At July 29, 2017, the recorded liability with respect to unvested restricted shares was $1.2 million at July 29, 2017.

F-37

Outstanding Restricted Shares.  A summary of restricted share activity is as follows:

	Fiscal year ended July 29, 2017
	Shares		Weighted Average Grant-Date Fair Value
Outstanding at July 30, 2016	—		$	—
Granted	26,954		768
Forfeited	(5,599	)	768
Outstanding at July 29, 2017	21,355		$	768

Stock Compensation Expense (Benefit). The following table summarizes our stock-based compensation expense (benefit):

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Stock compensation expense (benefit):
Stock options	$	(2,337	)	$	(10,373	)	$	83
Restricted stock	1,177			—			—
Total	$	(1,160	)	$	(10,373	)	$	83

NOTE 15. REVENUES

The following table represents our revenues by merchandise category as a percentage of revenues:

	Fiscal year ended
	July 29, 2017		July 30, 2016		August 1, 2015
Women’s Apparel	32	%	32	%	32	%
Women’s Shoes, Handbags and Accessories	29		28		28
Men’s Apparel and Shoes	12		12		12
Cosmetics and Fragrances	12		11		11
Designer and Precious Jewelry	9		10		10
Home Furnishings and Decor	5		5		5
Other	1		2		2
	100	%	100	%	100	%

NOTE 16. OTHER EXPENSES

Other expenses consists of the following components:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30, 2016			August 1, 2015
Expenses incurred in connection with strategic initiatives	$	21,347	$	24,318		$	11,644
MyTheresa acquisition costs	3,286		4,443			19,414
Expenses related to Cyber-Attack, net of insurance recoveries	1,500		1,032			4,078
Net gain from facility closure	—		(5,577		)	—
Other expenses	3,597		2,911			4,338
Total	$	29,730	$	27,127		$	39,474

F-38

We incurred professional fees and other costs aggregating $21.3 million in fiscal year 2017, $24.3 million in fiscal year 2016 and $11.6 million in fiscal year 2015 in connection with review of our resources and organizational processes ("Organizing for Growth"), implementation of our integrated merchandising and distribution system ("NMG One") and the evaluation of potential strategic alternatives. In connection with Organizing for Growth, we eliminated approximately 315 positions in fiscal year 2017 and approximately 500 positions in fiscal year 2016 across our stores, divisions and facilities. We incurred severance costs of $7.2 million in fiscal year 2017 and $10.2 million in fiscal year 2016.

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. Acquisition costs consisted primarily of professional fees as well as adjustments of our earn-out obligations to estimated fair value at each reporting date. The final earn-out obligation was paid in March 2017.

We discovered in January 2014 that malicious software was clandestinely installed on our computer systems. In fiscal years 2017, 2016 and 2015, we incurred investigative, legal and other expenses in connection with the Cyber-Attack. We expect to incur ongoing costs related to the Cyber-Attack for the foreseeable future. Such expenses are not currently estimable but could be material to our future results of operations.

In the third quarter of fiscal year 2016, we recorded a $5.6 million net gain related to the closure and relocation of our regional service center in New York.

NOTE 17.  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 8.  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.

F-39

	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	—		125,853		9,956		1,896			(587		)	137,118
Total current assets	—		1,105,155		161,798		112,484			(587		)	1,378,850
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	—		23,705		1,690		—			—			25,395
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

F-40

	July 30, 2016
(in thousands)	Company		NMG		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	936	$	21,116	$	—		$	61,843
Credit card receivables	—		35,165		—		3,648		—			38,813
Merchandise inventories	—		917,138		145,518		62,669		—			1,125,325
Other current assets	—		94,498		15,082		1,256		(2,771		)	108,065
Total current assets	—		1,086,592		161,536		88,689		(2,771		)	1,334,046
Property and equipment, net	—		1,440,968		144,186		2,967		—			1,588,121
Intangible assets, net	—		566,084		2,605,413		73,005		—			3,244,502
Goodwill	—		1,412,146		537,263		123,409		—			2,072,818
Other long-term assets	—		15,153		2,248		—		—			17,401
Intercompany notes receivable	—		—		196,686		—		(196,686		)	—
Investments in subsidiaries	943,131		3,541,121		—		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	37,082	$	23,607	$	—		$	317,736
Accrued liabilities	—		373,108		70,488		51,821		(2,771		)	492,646
Current portion of long-term debt	—		29,426		—		—		—			29,426
Total current liabilities	—		659,581		107,570		75,428		(2,771		)	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—		—			4,584,281
Intercompany notes payable	—		—		—		196,686		(196,686		)	—
Deferred income taxes	—		1,285,829		—		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—		—			592,875
Total long-term liabilities	—		6,459,352		3,633		207,650		(196,686		)	6,473,949
Total member equity	943,131		943,131		3,536,129		4,992		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888

F-41

	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	—			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, 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	—			22,283			—			4,844			—			27,127
Impairment charges	—			466,155			—			—			—			466,155
Operating earnings (loss)	—			(316,325		)	51,889			2,781			—			(261,655		)
Interest expense, net	—			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	)

F-42

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	844,459		$	122,674		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			542,474			85,237			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			148,270			38,546			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			—			(52,769		)
Depreciation expense	—			163,737			21,133			680			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			50,933			4,162			—			137,280
Other expenses	—			31,881			—			7,593			—			39,474
Operating earnings (loss)	—			244,559			86,984			(13,544		)	—			317,999
Interest expense, net	—			287,941			(165		)	2,147			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			235,827			(15,691		)	(236,981		)	28,076
Income tax expense (benefit)	—			15,023			—			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	—			(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	235,827		$	(30,681	)	$	(203,182	)	$	(18,850	)

F-43

	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 Asset-Based Revolving Credit Facility	—			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

F-44

	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 Asset-Based Revolving Credit Facility	—			555,000			—			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	—			39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	—			12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	230			2,010			—			(11,131		)
Beginning balance	—			53,162			706			19,106			—			72,974
Ending balance	$	—		$	39,791		$	936		$	21,116		$	—		$	61,843

F-45

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			72,066			4,842			—			347,390
Deferred income taxes	—			(62,143		)	—			(7,593		)	—			(69,736		)
Other	—			(5,265		)	1,821			21,156			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(140,710		)	48,240			—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			20,326			52,850			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(20,988		)	(1,194		)	—			(270,468		)
Acquisition of MyTheresa	—			—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(20,988		)	(182,921		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	—			150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	—			150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	(662		)	19,002			—			(123,502		)
Beginning balance	—			195,004			1,368			104			—			196,476
Ending balance	$	—		$	53,162		$	706		$	19,106		$	—		$	72,974

F-46

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 29, 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 as of July 30, 2016 and as of August 1, 2015 was substantially the same as the financial information presented for “Non-Guarantor Subsidiaries” for such periods included in the tables above in this Note 17. The difference in net earnings of the unrestricted subsidiaries for the fiscal year ended July 29, 2017 compared to the net earnings of the non-guarantor subsidiaries for such periods, as presented in the tables above in this Note 17, 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)	July 29, 2017
Total assets	$	415,974
Net assets	137,661

	Fiscal year ended
(in thousands)	July 29, 2017
Revenues	$	265,608
Net earnings	3,700

F-47

NOTE 18.  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 17 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.

	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	—		125,853		11,852		(587		)	137,118
Total current assets	—		1,105,155		274,282		(587		)	1,378,850
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	—		23,705		1,690		—			25,395
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

F-48

	July 30, 2016
(in thousands)	Company		NMG		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	22,052	$	—		$	61,843
Credit card receivables	—		35,165		3,648		—			38,813
Merchandise inventories	—		917,138		208,187		—			1,125,325
Other current assets	—		94,498		13,567		—			108,065
Total current assets	—		1,086,592		247,454		—			1,334,046
Property and equipment, net	—		1,440,968		147,153		—			1,588,121
Intangible assets, net	—		566,084		2,678,418		—			3,244,502
Goodwill	—		1,412,146		660,672		—			2,072,818
Other long-term assets	—		15,153		2,248		—			17,401
Investments in subsidiaries	943,131		3,541,121		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	60,689	$	—		$	317,736
Accrued liabilities	—		373,108		119,538		—			492,646
Current portion of long-term debt	—		29,426		—		—			29,426
Total current liabilities	—		659,581		180,227		—			839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—			4,584,281
Deferred income taxes	—		1,285,829		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—			592,875
Total long-term liabilities	—		6,459,352		14,597		—			6,473,949
Total member equity	943,131		943,131		3,541,121		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888

F-49

	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	—			28,015			1,715			—			29,730
Impairment charges	—			510,736			—			—			510,736
Operating earnings (loss)	—			(491,984		)	38,763			—			(453,221		)
Interest expense, 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	—			22,283			4,844			—			27,127
Impairment charges	—			466,155			—			—			466,155
Operating earnings (loss)	—			(316,325		)	54,670			—			(261,655		)
Interest expense, 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	)

F-50

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	967,133		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			627,711			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			186,816			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			(52,769		)
Depreciation expense	—			163,737			21,813			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			55,095			—			137,280
Other expenses	—			31,881			7,593			—			39,474
Operating earnings (loss)	—			244,559			73,440			—			317,999
Interest expense, net	—			287,941			1,982			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			220,136			(236,981		)	28,076
Income tax expense (benefit)	—			15,023			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	205,146		$	(203,182	)	$	(18,850	)

F-51

	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 Asset-Based Revolving Credit Facility	—			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

F-52

	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 Asset-Based Revolving Credit Facility	—			555,000			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	2,240			—			(11,131		)
Beginning balance	—			53,162			19,812			—			72,974
Ending balance	$	—		$	39,791		$	22,052		$	—		$	61,843

F-53

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			76,908			—			347,390
Deferred income taxes	—			(62,143		)	(7,593		)	—			(69,736		)
Other	—			(5,265		)	22,977			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(92,470		)	—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			73,176			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(22,182		)	—			(270,468		)
Acquisition of MyTheresa	—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(203,909		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	18,340			—			(123,502		)
Beginning balance	—			195,004			1,472			—			196,476
Ending balance	$	—		$	53,162		$	19,812		$	—		$	72,974

F-54

NOTE 19. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	Fiscal year 2017
(in millions)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Revenues	$	1,079.1		$	1,395.6		$	1,111.4		$	1,119.9		$	4,706.0
Gross profit (1)	379.2			413.1			380.9			312.8			1,486.0
Net loss (2)	(23.5		)	(117.1		)	(24.9		)	(366.3		)	(531.8		)

	Fiscal year 2016
	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			Total
Revenues	$	1,164.9		$	1,487.0	$	1,169.3	$	1,128.3		$	4,949.5
Gross profit (1)	428.8			460.7		425.8		311.7			1,627.0
Net earnings (loss) (2)	(10.5		)	7.9		3.8		(407.3		)	(406.1		)

(1) Gross profit includes revenues less cost of goods sold including buying and occupancy costs (excluding depreciation).

(2) For fiscal years 2017 and 2016, net earnings (loss) includes pretax impairment charges to writedown the net carrying value of certain tradenames, goodwill and long-lived assets to fair value, which were as follows:

	Fiscal year 2017						Fiscal year 2016
(in thousands)	Second Quarter		Fourth Quarter		Total		Fourth Quarter		Total
Tradenames	$	150.1	$	159.6	$	309.7	$	228.9	$	228.9
Goodwill	—		196.2		196.2		199.2		199.2
Long-lived assets	3.7		1.2		4.8		38.1		38.1
Total	$	153.8	$	357.0	$	510.7	$	466.2	$	466.2

F-55

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NEIMAN MARCUS GROUP LTD LLC
		By:	/s/ T. DALE STAPLETON
			T. Dale Stapleton Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer
Dated:	October 10, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ KAREN W. KATZ	President and Chief Executive Officer, Director	October 10, 2017
Karen W. Katz	(principal executive officer)
/s/ T. DALE STAPLETON	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer (principal financial and accounting officer)	October 10, 2017
T. Dale Stapleton
/s/ DAVID KAPLAN	Chairman of the Board	October 10, 2017
David Kaplan
/s/ NORA AUFREITER	Director	October 10, 2017
Nora Aufreiter
/s/ NORMAN AXELROD	Director	October 10, 2017
Norman Axelrod
/s/ PHILIPPE BOURGUIGNON	Director	October 10, 2017
Philippe Bourguignon
/s/ ADAM BROTMAN	Director	October 10, 2017
Adam Brotman
/s/ GRAEME EADIE	Director	October 10, 2017
Graeme Eadie
/s/ DENNIS GIES	Director	October 10, 2017
Dennis Gies
/s/ SCOTT NISHI	Director	October 10, 2017
Scott Nishi

102

SCHEDULE II

NEIMAN MARCUS GROUP LTD LLC

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(in thousands)

Three years ended July 29, 2017

Column A	Column B		Column C				Column D				Column E
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions				Balance at End of Period
Reserve for estimated sales returns
Year ended July 29, 2017	$	45,336	$	944,682	$	—	$	(943,012	)	(B)	$	47,006
Year ended July 30, 2016	$	44,046	$	977,811	$	—	$	(976,521	)	(B)	$	45,336
Year ended August 1, 2015	$	38,869	$	953,238	$	—	$	(948,061	)	(B)	$	44,046
Reserves for self-insurance (A)
Year ended July 29, 2017	$	36,197	$	69,095	$	—	$	(68,747	)	(C)	$	36,545
Year ended July 30, 2016	$	37,943	$	75,821	$	—	$	(77,567	)	(C)	$	36,197
Year ended August 1, 2015	$	38,732	$	76,306	$	—	$	(77,095	)	(C)	$	37,943

(A) Reserves for self-insurance relate to our medical, dental, worker's compensation and general liability plans.

(B) Gross margin on actual sales returns, net of commissions.

(C) Claims and expenses paid, net of employee contributions.

103

EX-10.12

EXHIBIT 10.12

Award Number: [•]

NEIMAN MARCUS GROUP, INC.

Co-Invest Options

Non-Qualified Stock Option Agreement

Pursuant to the

Neiman Marcus Group, Inc.

Management Equity Incentive Plan

AGREEMENT (“Agreement”), dated as of [•], between Neiman Marcus Group, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”).

Preliminary Statement

The Committee hereby grants this non-qualified stock option (the “Option”) as of [•] (the “Grant Date”), pursuant to the Neiman Marcus Group, Inc. Management Equity Incentive Plan, as it may be amended from time to time (the “Plan”), to purchase the number of shares of Class A Common Stock, $0.001 par value per share of the Company (the “Class A Common Stock”), and Class B Common Stock, par value $0.001 per share, of the Company (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”), set forth below to the Participant, as an Eligible Employee. The Company and its Subsidiaries collectively shall be referred to as the “Employer”. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations. The Participant acknowledges that the Participant is required to execute and return to the Company the Accredited Investor Questionnaire provided herewith as a condition of acceptance of the Option.

Accordingly, the parties hereto agree as follows:

1.Tax Matters. No part of any Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Common Stock Subject to Options; Unit Exercise Price. Subject to the Plan and the terms and conditions set forth herein and therein, the Options entitle the Participant to purchase from the Company, upon exercise thereof, the number ofshares of Class A Common Stock and Class B Common Stock set forth on Exhibit A attached hereto, provided that any exercise of the Options shall be with respect to an equal number of shares of Class A Common Stock and Class B Common Stock concurrently. The exercise price under each Option is the price set forth on Exhibit A attached hereto, for each unit (a “Unit”) consisting of one share of Class A Common Stock and one share of Class B Common Stock (the “Unit Exercise Price”).

3.Vesting; Exercise.

(a)The Options are fully vested.

(b)The Options may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Options in accordance with the Plan, provided that the Participant must exercise each Option with respect to an equal number of shares of Class A Common Stock and Class B Common Stock subject to an Option concurrently. Notwithstanding the foregoing, the Participant may not exercise an Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations; provided that, if an Option cannot be exercised by reason of this Section 3(b), then, to the extent the circumstances preventing the exercise of such Option can reasonably be remedied, the Company shall use commercially reasonable efforts to remedy such circumstances, which method of remediation shall be determined by the Company in its sole discretion. Notwithstanding the foregoing, if all or any part of a Participant’s original Co-Invest Options (granted pursuant to the terms of the award agreement attached hereto as Exhibit B) are exercised or become payable as a result of a Change in Control (as defined in the Plan) or for any other reason, the Options granted pursuant to this

Agreement will be forfeited, cancelled and terminated for no consideration and no longer shall be exercisable immediately prior to such exercise or the Change in Control or other event giving rise to the payment, as applicable.

(c)In connection with a Drag-Along Sale, a Tag-Along Sale or a Piggyback Registration (as such terms are defined in the Stockholders Agreement) (in each case a “Sale”), the Company shall deliver a notice informing the Participant of such Sale (a “Sale Notice”) prior to the date of consummation of the Sale. During the period from the date on which the Sale Notice is delivered to the date specified in the Sale Notice, the Participant shall have the right to exercise the Options in accordance with the Plan, provided, that such exercise shall be contingent upon and subject to the consummation of the Sale, and, if the Sale does not take place within a specified period after delivery of the Sale Notice for any reason whatsoever, the exercise pursuant thereto shall be null and void.

(d)If (i) an Option remains unexercised as of the day immediately prior to the Expiration Date, (ii) no Initial Public Offering or Acquisition Event in which stockholders are entitled to receive all cash or marketable securities has occurred, and (iii) (A) the Participant is actively employed by the Employer or (B) the Participant’s employment Terminated by the Participant by reason of the Participant’s Retirement, the Participant may elect to exercise an Option by means of a Cashless Exercise on the day immediately prior to the Expiration Date. If (i) an Option remains unexercised as of the date of the Participant’s Termination by the Employer without Cause, by the Participant for Good Reason, by the Participant without Good Reason on or after the third anniversary of the Closing Date (as defined in the Agreement and Plan of Merger by and among the Company, Mariposa Merger Sub LLC and Neiman Marcus Group LTD Inc.), or by reason of the Participant’s death or Disability, and (ii) no Initial Public Offering or Acquisition Event in which stockholders are entitled to receive all cash or marketable securities has occurred, the Participant may elect to exercise an Option by means of a Cashless Exercise within 30 days following the date of such Termination. “Cashless Exercise” means an election by the Participant to exercise the vested portion of an Option by having the Employer withhold, from Units otherwise issuable to Participant upon such exercise, a number of whole Units having a Fair Market Value, as of the date of exercise, equal to (1) an amount equal to the applicable aggregate Unit Exercise Price relating to an Option, or (2) an amount necessary to satisfy any required federal, state, local or other non-U.S. withholding obligations using the minimum statutory withholding rates for federal, state, local or non-U.S. tax purposes, including payroll taxes, in all cases under clause (1) or (2), to the extent not prohibited under any debt or financing agreements of the Company or any of its subsidiaries (“Company Agreements”). For the purposes of this Section 3(c), “Retirement” means the Participant’s “separation from service,” as defined under Section 409A of the Code solely due to the Participant’s retirement on or after reaching age 62 and providing 12 years of service to the Employer (including service prior to the Closing Date).

4.Option Term. Subject to Section 8, the term of each Option shall be until the tenth anniversary of the Grant Date, after which time it shall expire (the “Expiration Date”). Notwithstanding anything herein to the contrary, upon the Expiration Date, each Option shall be immediately forfeited, canceled and terminated for no consideration and no longer shall be exercisable.

5.Detrimental Activity. The provisions in the Plan regarding Detrimental Activity shall not apply to the Options.

6.Termination. The provisions in the Plan regarding Termination shall not apply to the Options. The Options shall remain outstanding and exercisable until the Expiration Date (unless exercised sooner or repurchased pursuant to Section 8 below).

7.Restriction on Transfer of Options. Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of an Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, an Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer an Option other than in accordance with the Plan shall be void.

8.Company’s Right to Repurchase; Other Restrictions.

(a)Company’s Right to Repurchase. In the event of the Participant’s Termination for any reason, the Company shall have the right (the “Repurchase Right”), but not the obligation, to repurchase (or to cause one or more of its designees to repurchase) from the Participant (or his or her transferee) (1) any or all of the shares of Common Stock acquired upon the exercise of an Option and still held at the time of such repurchase by the Participant (or his or her transferee) or (2) any unexercised portion of an Option at the price determined in the manner set forth below (the “Repurchase Price”), during each period set forth below (each, a “Repurchase Period”) and to the extent set forth below:

(i)Repurchase Price; Repurchase Period. In the event of Termination for any reason:

(A)The Company may exercise the Repurchase Right with respect to all Units acquired pursuant to the exercise of an Option. The Repurchase Period under this Section 8(a)(i)(A) shall be the later of (i) 180 days from the date of Termination and (ii) if the Participant exercises any Option within the 180 day period after the date of Termination, 30 days from the date of such exercise. The Repurchase Price under this Section 8(a)(i)(A) shall be, with respect to each Unit, the Fair Market Value of a Unit on the date of Termination.

(B)The Company may exercise the Repurchase Right with respect to the unexercised portion of an Option. The Repurchase Period under this Section 8(a)(i)(B) shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(i)(B) shall be the product of (1) the excess (if any) of the Fair Market Value of a Unit on the date of Termination over the Unit Exercise Price multiplied by (2) the number of Units covered by an Option being repurchased. For the avoidance of doubt, upon such repurchase such Option shall no longer be exercisable for any Units or shares of Common Stock.

(ii)Method of Repurchase. To exercise any Repurchase Right, the Company (or one or more of its designees) shall deliver a written notice to the Participant (or his or her transferee) setting forth the securities to be repurchased and the applicable Repurchase Price thereof, and the date on which such repurchase is to be consummated, which date shall be not less than 15 days or more than 30 days after the date of such notice. On the date of consummation of the repurchase, the Company (or its designee) will pay the Participant (or his or her transferee) the applicable Repurchase Price in cash or, in the Company’s discretion and to the extent not prohibited by law, by cancellation of undisputed indebtedness of the Participant to the Company. The Company may exercise its Repurchase Rights upon one or more occasions at any time during the Repurchase Periods set forth above.

(iii)Extension of Repurchase Period. Notwithstanding the foregoing and Section 13(d) of the Plan, the Repurchase Period and the date on which any repurchase is to be consummated only may be extended by the Company at any time when repurchase by the Company (or its designee) (A) is prohibited pursuant to applicable law or (B) is prohibited under any Company Agreement.

(iv)Effect of Registration. Notwithstanding the foregoing, the Company shall cease to have rights of repurchase pursuant to this Section 8(a) on and after a Registration Date.

(b)Placing Shares in Escrow.Prior to an Initial Public Offering, to ensure that the shares of Common Stock issuable upon exercise of an Option are not transferred in contravention of the terms of the Plan and this Agreement, and to ensure compliance with other provisions of the Plan and this Agreement, the Company may deposit any certificates evidencing such shares with an escrow agent designated by the Company to be held on terms consistent with the Plan, this Agreement and the Stockholders Agreement.

9.Participant Representations. Upon the exercise of an Option prior to registration of the offering of the Common Stock subject to an Option pursuant to the Securities Act or other applicable securities laws, the Participant shall be deemed to acknowledge and make the representations, warranties and covenants set forth below and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall be made in reliance upon the express representations and warranties of the Participant. The Company is relying on the Participant’s representations set forth in this Section 9.

(a)The Participant is acquiring and will hold the Units for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.

(b)The Participant has been advised that offerings of the Units or shares of Common Stock have not been registered under the Securities Act or other applicable securities laws, and that the Units must be held indefinitely, unless the resales thereof are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the form and substance satisfactory to the Company and its counsel) that registration is not required. The Company is under no obligation to register offerings of the Units or shares of Common Stock.

(c)The Participant is an “Accredited Investor” as such term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of investment in the Company and of making an informed

investment decision. The Participant, or the Participant’s professional advisor, has the capacity to protect the Participant’s concerns in connection with the investment in the shares of Common Stock, and the Participant is able to bear the economic risk, including the complete loss, of an investment in the shares of Common Stock.

(d)The Participant will not sell, transfer or otherwise dispose of the Units or shares of Common Stock in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or any other applicable laws.

(e)The Participant has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to exercise an Option, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions hereof.

(f)The Participant is aware that any investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Units for an indefinite period and to suffer a complete loss of his or her investment.

10.No Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Options unless and until the Participant has become the holder of record of such shares, and no adjustments shall be made for dividends (whether in cash, in kind or other property), distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

11.Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference.

12.Notices. All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

(a)unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 12, any notice required to be delivered to the Company shall be properly delivered if delivered to:

Neiman Marcus Group, Inc.

c/o Ares Management LLC

2000 Avenue of the Stars, 12th Floor

Los Angeles, CA 90067

Attention:    Dennis Gies

Telephone:     (310) 201-4100

Facsimile:    (310) 201-4170

with a copy (which shall not constitute notice) to:

Neiman Marcus Group, Inc.

1618 Main Street

Dallas, TX 75201

Attention:    Tracy Preston

Telephone:     (214) 743-7610

Facsimile:    (214) 743-7611

and

Proskauer Rose LLP

2049 Century Park East, Suite 3200

Los Angeles, CA 90067

Attention:    Michael A. Woronoff, Esq.

Telephone:    (310) 284-4550

Facsimile:    (310) 557-2193

(b)if to the Participant, to the address on file with the Employer.

Any notice, demand or request, if made in accordance with this Section 12 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service.

13.No Right to Employment. This Agreement is not an agreement of employment. None of this Agreement, the Plan or the grant of an Option hereunder shall (a) guarantee that the Employer or any other person or entity will employ the Participant for any specific time period or (b) modify or limit in any respect the Employer’s or any other person’s or entity’s right to terminate or modify the Participant’s employment or compensation.

14.Stockholders Agreement. As a condition to the receipt of shares of Common Stock when an Option is exercised, the Participant shall execute and deliver a Joinder Agreement or such other documentation as required by the Committee. The Participant acknowledges receipt of a copy of the Stockholders Agreement as in effect on the date hereof.

15.Lock-Up Period. The Options shall be subject to the lock-up provisions of Section 14.18 of the Plan, except that any Lock-Up Period to which the Participant may be subject in connection with the Options shall not be longer or more restrictive than the lock-up period that applies to Ares or CPPIB.

16.Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the dispute resolution provisions in any employment agreement, or similar agreement, between the Employer and the Participant or, if none, the Employer’s mandatory dispute resolution procedures as may be in effect from time to time with respect to matters arising out of or relating to Participant’s employment with the Employer.

17.Severability of Provisions. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.

18.Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws that would require the application of the laws of another jurisdiction.

19.Section 409A. The Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent; provided, that the Company does not guarantee to the Participant any particular tax treatment of an Option. The Company shall not be liable to the Participant for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, if any provision of the Plan, as applied to an Option, would provide the Participant with an additional benefit (within the meaning of Treasury Regulation 1.424-1), then such provision will not apply to an Option, and the applicable corresponding provision from the Plan, will apply instead. To the extent required under Section 409A of the Code, the application of the provisions of the Plan to an Option is intended to meet the applicable requirements of Section 424 of the Code and Treasury Regulation 1.424-1, and shall so be limited, construed and interpreted. Notwithstanding the foregoing, references to Section 424 of the Code are intended to allow for compliance with Section 409A of the Code with respect to options that are not intended to qualify as “incentive stock option” under Section 422 of the Code. For purposes of determining the Fair Market Value of the shares of Common Stock underlying the Options, any appraisal of a nationally recognized independent valuation firm shall be determined in a manner generally consistent with prior valuations relating to Stock Options with respect to minority discounts and discounts for lack of marketability or liquidity, to the extent permitted by the applicable requirements of Section 409A of the Code.

20.Interpretation. Wherever any words are used in this Agreement in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply. As used herein, (i) “or” shall mean “and/or” and (ii) “including” or “include” shall mean “including, without limitation.”

21.No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

22.Other Shares.     Notwithstanding anything in this Agreement or the Plan to the contrary, none of the shares of Common Stock owned from time to time by a Participant that were not acquired in connection with the grant of an Award to such Participant shall be subject to any of the terms, conditions or provisions of this Agreement or the Plan.

23.Confidentiality. The Participant hereby agrees to hold all confidential and proprietary information of the Company and its Affiliates received in connection with the grant of the Options, including any plan summaries or risk factors, in the strictest confidence. The Participant shall not, directly or indirectly, disclose or divulge any such confidential or proprietary information to any Person other than the Participant’s legal counsel and financial advisors, or an officer, director or employee of, or legal counsel for, the Company or its Affiliates, to the extent necessary for the proper performance of his or her responsibilities, unless authorized to do so by the Company or compelled to do so by law or valid legal process.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

NEIMAN MARCUS GROUP, INC.

By:        

Name:

Title:     

Employee Name:

EXHIBIT A

Number of Units Exercise Price Expiration Date

EXHIBIT B

ORIGINAL CO-INVEST OPTION AGREEMENT

EX-10.23

EXHIBIT 10.23

AMENDMENT NO. 2 TO THE NEIMAN MARCUS GROUP, LLC

KEY EMPLOYEE DEFERRED COMPENSATION PLAN

(Amended and Restated Effective January 1, 2008)

Pursuant to the provisions of Section 8.1 thereof, The Neiman Marcus Group, LLC Key Employee Deferred Compensation Plan (Amended and Restated Effective January 1, 2008) (the “Plan”) is hereby amended in the following respects only:

FIRST: Section 2.4 of the Plan is hereby amended by restatement in its entirety to read as follows:

2.4    “Bonus” means an annual cash bonus payable by an Employer to an employee, including any portion of such a bonus that would have been payable to the employee but for an election under Section 125 of the Code, a deferral election under the Savings Plan or the Retirement Savings Plan, or a deferral election under this Plan, provided, however, that the term “Bonus” shall not include any amount arising from, or paid under or in connection with a long-term incentive program, or a stock appreciation right, stock option, restricted stock or stock unit, or other equity-based incentive award, plan or arrangement. A “Fiscal Year Bonus” means any Bonus that satisfies the requirements to be fiscal year compensation within the meaning of Treasury Regulation Section 1.409A-2(a)(6). A “Performance Bonus” means any Bonus that satisfies the requirements to be performance-based compensation within the meaning of Treasury Regulation Section 1.409A-1(e).

SECOND: Section 2.10 of the Plan is hereby amended by restatement in its entirety to read as follows:

2.10    “Compensation” means Base Pay and any Performance Bonus payable by an Employer to an Eligible Employee, and shall include a Fiscal Year Bonus payable by an Employer to an Eligible Employee to the extent such Eligible Employee was eligible to make a deferral election with respect to such Fiscal Year Bonus.

THIRD: Section 4.1 of the Plan is hereby amended by restating subsection (b) thereof in its entirety to read as follows:

(b)    Bonuses. An individual who is an Eligible Employee may elect to defer a designated whole percentage, not to exceed 15 percent, of any Performance Bonus for a performance period ending after the date of the election, by filing an irrevocable election with the Committee at least six months prior to the end of any such performance period (or such earlier date as the Committee may prescribe); provided, however, that the Eligible Employee performs services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the deferral election is made and that in no event may a deferral election be made after the Performance Bonus has become readily ascertainable as determined in accordance with Treasury Regulation Section 1.409A-2(a)(8). A Participant may revoke or otherwise modify an existing election, or make a new deferral election, effective with respect to a Performance Bonus to be paid for any performance period ending more than six months subsequent to the date of such revocation, modified election, or new election by filing an irrevocable election with the Committee at least six months prior to the end of any such performance period (or such earlier date as the Committee may prescribe); provided, however, that the Eligible Employee performs services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date of the revocation, modified election, or new election, and that in no event may such a revocation, modified, election or new election be made after the Performance Bonus has become readily ascertainable as determined in accordance with Treasury Regulation Section 1.409A-2(a)(8). Except as provided below with respect to certain Fiscal Year Bonuses, a Bonus that is not a Performance Bonus shall not be eligible for deferral under the Plan. If permitted by the Committee, an individual who is an Eligible Employee may elect to defer a designated whole percentage, not to exceed 15 percent, of any Fiscal Year Bonus (whether or not such Fiscal Year Bonus is also a Performance Bonus) payable to the individual with respect to a Fiscal Year beginning after the date on which the election is made by filing an irrevocable

election with the Committee before the first day of such Fiscal Year (or such earlier date as the Committee may prescribe). Such election shall expressly designate that it applies to the first Fiscal Year beginning after the date of the election and it shall apply only to the Fiscal Year Bonus for such designated Fiscal Year and shall not apply with respect to any subsequent Fiscal Years.

FOURTH: Section 4.2 of the Plan is hereby amended by restatement in its entirety to read as follows:

4.2    Matching Deferrals. As of each pay date on which a credit is made to a Participant’s Account with respect to such Participant’s election to defer Base Pay or Bonus pursuant to Section 4.1, such Participant’s Employer shall credit to the Participant’s Account a Matching Deferral equal to:

(a)    100% of the sum of (i) the Participant’s Elective Deferrals for such pay date and (ii) the Participant’s Maximum 401(k) Plan Deferrals for such pay date, to the extent that such sum does not exceed the first two percent (2%) of his or her Compensation for such pay date, plus

(b)    25% of the sum of (i) the Participant’s Elective Deferrals for such pay date and (ii) the Participant’s Maximum 401(k) Plan Deferrals for such pay date, to the extent that such sum does not exceed the next four percent (4%) of his or her Compensation for such pay date, minus

(c)    the Participant’s Maximum 401(k) Plan Match for such pay date.

IN WITNESS WHEREOF, this Amendment has been executed effective as of July 16, 2009.

THE NEIMAN MARCUS GROUP, LLC

By: /s/ Justin Johnson

Title: VP, Benefits, HRIS and HR Administration

EX-10.29

EXHIBIT 10.29

AMENDMENT NO. 3 TO

THE AMENDED AND RESTATED

NEIMAN MARCUS GROUP, INC. DEFINED CONTRIBUTION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Effective as of January 1, 2008)

Pursuant to the provisions of Article VIII thereof, The Amended and Restated Neiman Marcus Group, Inc. Defined Contribution Supplemental Executive Retirement Plan (Effective as of January 1, 2008) (the “Plan”) is hereby amended in the following respects only:

FIRST: Section 2-16(a)(1) of the Plan is hereby amended by restatement in its entirety to read as follows:

“(1)    which renders the Participant unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or”

SECOND: Section 7-3 of the Plan is hereby amended by restatement in its entirety to read as follows:

Section 7-3    Death of Participant. If a Participant dies prior to commencement of his or her benefit under the Plan, the Participant’s Beneficiary shall receive a lump sum cash distribution of the entire vested amount credited to the Participant’s Defined Contribution Account as soon as administratively practicable following the date of the Participant’s death, but no later than ninety (90) days following the date of the Participant’s death. If a Participant dies after commencement of his or her benefit under the Plan, the Participant’s Beneficiary shall receive a lump sum cash distribution of the remaining installments payable to the Participant under the Plan as soon as administratively practicable following the date of the Participant’s death, but not later than ninety (90) days following the date of the Participant’s death.

IN WITNESS WHEREOF, this Amendment has been executed this 16th day of December, 2010 to be effective as of such date.

THE NEIMAN MARCUS GROUP, INC.

By:    /s Scott M. Seale

Title:    VP, Benefits

EX-12.1

EXHIBIT 12.1

NEIMAN MARCUS GROUP LTD LLC

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(UNAUDITED)

	Fiscal year ended											Thirty-nine weeks ended				Thirteen weeks ended				Fiscal year ended
(in thousands, except ratios)	July 29, 2017				July 30, 2016				August 1, 2015			August 2, 2014				November 2, 2013				August 3, 2013
	(Successor)				(Successor)				(Successor)			(Successor)				(Predecessor)				(Predecessor)
Fixed charges:
Interest on debt	$	277,642			$	268,395			$	267,752		$	216,281			$	34,998			$	160,839
Amortization of debt discount and expense	24,510				24,572				24,560			17,117				2,466				8,404
Interest element of rentals	33,693				34,320				33,462			23,232				7,293				29,139
Total fixed charges	$	335,845			$	327,287			$	325,774		$	256,630			$	44,757			$	198,382
Earnings (loss):
Earnings (loss) from continuing operations before income taxes	$	(748,889	)		$	(547,251	)		$	28,076		$	(223,908	)		$	(5,179	)		$	277,432
Add back:
Fixed charges	335,845				327,287				325,774			256,630				44,757				198,382
Amortization of capitalized interest	1,540				2,180				1,208			886				295				1,181
Less:
Capitalized interest	(6,270		)		(7,298		)		(2,361		)	(630		)		(140		)		(237		)
Total earnings (loss)	$	(417,774	)		$	(225,082	)		$	352,697		$	32,978			$	39,733			$	476,758
Ratio of earnings to fixed charges (a)				(b)				(c)	1.1						(d)				(e)	2.4

(a) Interest associated with income tax liabilities is excluded from our calculation.

(b) For the fiscal year ended July 29, 2017, the aggregate amount of fixed charges exceeded our earnings by approximately $753.6 million, which is the amount of additional earnings that would have been required to achieve a ratio of earnings to fixed charges of 1.0x for such period. The deficiency of the ratio of earnings to fixed charges for fiscal year 2017 is due primarily to (1) pretax impairment charges related to (i) $309.7 million for the writedown to fair value of the net carrying value of tradenames, (ii) $196.2 million for the writedown to fair value of goodwill and (iii) $4.8 million for the writedown to fair value of the net carrying value of certain long-lived assets and (2) the continuation of adverse economic and business trends resulting in lower than expected revenues.

(c) For the fiscal year ended July 30, 2016, the aggregate amount of fixed charges exceeded our earnings by approximately $552.4 million, which is the amount of additional earnings that would have been required to achieve a ratio of earnings to fixed charges of 1.0x for such period. The deficiency of the ratio of earnings to fixed charges for fiscal year 2016 is due primarily to the pretax impairment charges related to (i) $228.9 million for the writedown to fair value of the net carrying value of tradenames, (ii) $199.2 million for the writedown to fair value of goodwill and (iii) $38.1 million for the writedown to fair value of the net carrying value of certain long-lived assets.

(d) For the thirty-nine weeks ended August 2, 2014, the aggregate amount of fixed charges exceeded our earnings by approximately $223.7 million, which is the amount of additional earnings that would have been required to achieve a ratio of earnings to fixed charges of 1.0x for such period.

(e) For the thirteen weeks ended November 2, 2013, the aggregate amount of fixed charges exceeded our earnings by approximately $5.0 million, which is the amount of additional earnings that would have been required to achieve a ratio of earnings to fixed charges of 1.0x for such period.

EX-21.1

EXHIBIT 21.1

NEIMAN MARCUS GROUP LTD LLCSUBSIDIARIES OF THE COMPANY

JURISDICTION OF SUBSIDIARY/AFFILIATE	INCORPORATION OR FORMATION	STOCKHOLDER OR MEMBER
Bergdorf Goodman, Inc.	New York	The Neiman Marcus Group LLC
Bergdorf Graphics, Inc.	New York	Bergdorf Goodman, Inc.
BergdorfGoodman.com, LLC	Delaware	The Neiman Marcus Group LLC
BG Productions, Inc.	Delaware	The Neiman Marcus Group LLC
Mariposa Borrower, Inc.	Delaware	Neiman Marcus Group LTD LLC
NEMA Beverage Corporation	Texas	NEMA Beverage Holding Corporation
NEMA Beverage Holding Corporation	Texas	NEMA Beverage Parent Corporation
NEMA Beverage Parent Corporation	Texas	The Neiman Marcus Group LLC
NM Financial Services, Inc.	Delaware	The Neiman Marcus Group LLC
NMG International LLC	Delaware	The Neiman Marcus Group LLC
NMG Global Mobility, Inc.	Delaware	The Neiman Marcus Group LLC
NMGP, LLC	Virginia	The Neiman Marcus Group LLC
NM Nevada Trust	Massachusetts	The Neiman Marcus Group LLC (90%) Bergdorf Goodman, Inc. (10%)
The Neiman Marcus Group LLC	Delaware	Neiman Marcus Group LTD LLC
Worth Avenue Leasing Company	Florida	The Neiman Marcus Group LLC
NM Bermuda, LLC	Delaware	The Neiman Marcus Group LLC
Neiman Marcus Bermuda, L.P.	Bermuda	The Neiman Marcus Group LLC (99%) NM Bermuda, LLC (1%)
NMG Asia Holdings Limited	Hong Kong	Neiman Marcus Bermuda, L.P.
NMG Asia Limited	Hong Kong	NMG Asia Holdings Limited
Mariposa Luxembourg I S.a.r.l.	Luxembourg	NMG International LLC
Mariposa Luxembourg II S.a.r.l.	Luxembourg	Mariposa Luxembourg I S.a.r.l.
NMG Germany GmbH	Germany	Mariposa Luxembourg II S.a.r.l.
Mytheresa.com GmbH	Germany	NMG Germany GmbH
Theresa Warenvertrieb GmbH	Germany	NMG Germany GmbH

JURISDICTION OF SUBSIDIARY/AFFILIATE	INCORPORATION OR FORMATION	STOCKHOLDER OR MEMBER
Mytheresa.com Service GmbH	Germany	Mytheresa.com GmbH
Nancy Holdings LLC	Delaware	The Neiman Marcus Group LLC
NMG Salon Holdings LLC	Delaware	The Neiman Marcus Group LLC
NMG Salons LLC	Delaware	NMG Salon Holdings LLC
NMG California Salon LLC	California	NMG Salon Holdings LLC
NMG Florida Salon LLC	Florida	NMG Salon Holdings LLC
NMG Texas Salon LLC	Texas	NMG Salon Holdings LLC

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Karen W. Katz, certify that:

1. I have reviewed this annual report on Form 10-K of Neiman Marcus Group LTD LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 10, 2017
		/s/ KAREN W. KATZ
		Karen W. Katz
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Interim Chief Financial Officer

Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, T. Dale Stapleton, certify that:

1. I have reviewed this annual report on Form 10-K of Neiman Marcus Group LTD LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 10, 2017
		/s/ T. DALE STAPLETON
		T. Dale Stapleton
		Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

EX-32.1

EXHIBIT 32.1

Certification of Chief Executive Officer and Interim Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, Karen W. Katz, as Chief Executive Officer of Neiman Marcus Group LTD LLC (the Company), and T. Dale Stapleton, as Interim Chief Financial Officer of the Company, each hereby certifies, that, to such officer’s knowledge:

(i) the Annual Report on Form 10-K of the Company for the fiscal year ended July 29, 2017 (the Report) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	October 10, 2017	/s/ KAREN W. KATZ
		Karen W. Katz
		President and Chief Executive Officer

Dated:	October 10, 2017	/s/ T. DALE STAPLETON
		T. Dale Stapleton
		Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

XML

Document and Entity Information - USD ($)	12 Months Ended
	Jul. 29, 2017	Oct. 10, 2017
Document and Entity Information
Entity Registrant Name	Neiman Marcus Group LTD LLC
Entity Central Index Key	0001358651
Current Fiscal Year End Date	--07-29
Entity Filer Category	Non-accelerated Filer
Document Type	10-K
Document Period End Date	Jul. 29, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		0
Membership Interest Description	The registrant is privately held. There is no trading in the registrant's membership units and therefore an aggregate market value based on the registrant's membership units is not determinable.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	No
Entity Public Float	$ 0

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Current assets:
Cash and cash equivalents	$ 49,239	$ 61,843
Credit card receivables	38,836	38,813
Merchandise inventories	1,153,657	1,125,325
Other current assets	137,118	108,065
Total current assets	1,378,850	1,334,046
Property and equipment, net	1,586,961	1,588,121
Favorable lease commitments, net	930,585	985,534
Other definite-lived intangible assets, net	401,081	451,722
Tradenames	1,499,750	1,807,246
Goodwill	1,880,894	2,072,818
Other long-term assets	25,395	17,401
Total assets	7,703,516	8,256,888
Current liabilities:
Accounts payable	316,830	317,736
Accrued liabilities	456,937	492,646
Current portion of long-term debt	29,426	29,426
Total current liabilities	803,193	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	4,675,540	4,584,281
Deferred income taxes	1,156,833	1,296,793
Deferred real estate credits and deferred financing obligations	201,892	127,618
Other long-term liabilities	399,406	465,257
Total long-term liabilities	6,433,671	6,473,949
Membership unit (1 unit issued and outstanding at July 29, 2017 and July 30, 2016)	0	0
Member capital	1,587,086	1,584,216
Accumulated other comprehensive loss	(63,431)	(115,841)
Accumulated deficit	(1,057,003)	(525,244)
Total member equity	466,652	943,131
Total liabilities and member equity	$ 7,703,516	$ 8,256,888

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Jul. 29, 2017	Jul. 30, 2016
Statement of Financial Position [Abstract]
Membership units issued (shares)	1	1
Membership units outstanding (shares)	1	1

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Income Statement [Abstract]
Revenues	$ 4,705,993	$ 4,949,472	$ 5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	3,220,027	3,322,508	3,305,478
Selling, general and administrative expenses (excluding depreciation)	1,129,309	1,117,928	1,162,075
Income from credit card program	(60,082)	(60,648)	(52,769)
Depreciation expense	225,463	226,868	185,550
Amortization of intangible assets	50,769	57,011	82,953
Amortization of favorable lease commitments	53,262	54,178	54,327
Other expenses	29,730	27,127	39,474
Impairment charges	510,736	466,155	0
Operating earnings (loss)	(453,221)	(261,655)	317,999
Interest expense, net	295,668	285,596	289,923
Earnings (loss) before income taxes	(748,889)	(547,251)	28,076
Income tax expense (benefit)	(217,130)	(141,141)	13,127
Net earnings (loss)	$ (531,759)	$ (406,110)	$ 14,949

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Statement of Comprehensive Income [Abstract]
Net earnings (loss)	$ (531,759)	$ (406,110)	$ 14,949
Other comprehensive earnings (loss):
Foreign currency translation adjustments, before tax	9,297	(2,663)	(21,910)
Change in unrealized gain (loss) on financial instruments, before tax	14,306	(11,266)	(3,076)
Reclassification of realized loss on financial instruments to earnings, before tax	6,615	576	0
Change in unrealized loss on unfunded benefit obligations, before tax	52,832	(91,828)	(24,737)
Tax effect related to items of other comprehensive earnings (loss)	(30,640)	40,568	15,924
Total other comprehensive earnings (loss), net of tax	52,410	(64,613)	(33,799)
Total comprehensive earnings (loss)	$ (479,349)	$ (470,723)	$ (18,850)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	12 Months Ended
	Jul. 29, 2017 USD ($)	Jul. 30, 2016 USD ($)	Aug. 01, 2015 USD ($)
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)	$ 531,759	$ 406,110	$ (14,949)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization expense	354,004	362,629	347,390
Impairment charges	510,736	466,155	0
Deferred income taxes	(171,152)	(102,841)	(69,736)
Payment-in-kind interest	16,599	0	0
Other	(3,244)	(11,945)	17,712
Net cash provided by (used for) operating activities before changes in operating assets and liabilities	175,184	307,888	310,315
Changes in operating assets and liabilities:
Merchandise inventories	(25,852)	29,046	(52,641)
Other current assets	(30,357)	(20,758)	(17,314)
Accounts payable and accrued liabilities	1,268	(43,877)	(45,756)
Deferred real estate credits	37,431	38,293	34,708
Funding of defined benefit pension plan	(10,700)	0	0
Net cash provided by (used for) operating activities	146,974	310,592	229,312
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures	(204,636)	(301,445)	(270,468)
Acquisition of MyTheresa	0	(896)	(181,727)
Net cash provided by (used for) investing activities	(204,636)	(302,341)	(452,195)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under senior secured asset-based revolving credit facility	889,000	555,000	530,000
Repayment of borrowings under senior secured asset-based revolving credit facility	(791,000)	(520,000)	(400,000)
Repayment of borrowings under senior secured term loan facility	(29,426)	(29,426)	(29,427)
Payment of contingent earn-out obligation	(22,857)	(27,185)	0
Debt issuance costs paid	(5,359)	0	(265)
Net cash provided by (used for) financing activities	40,358	(21,611)	100,308
Effect of exchange rate changes on cash and cash equivalents	4,700	2,229	(927)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	(12,604)	(11,131)	(123,502)
Beginning balance	61,843	72,974	196,476
Ending balance	49,239	61,843	72,974
Cash paid (received) during the period for:
Interest	286,746	268,657	267,368
Income taxes	(42,264)	(19,207)	85,203
Non-cash - investing and financing activities:
Property and equipment acquired through developer financing obligations	50,799	46,124	0
Contingent earn-out obligation incurred in connection with acquisition of MyTheresa	$ 0	$ 0	$ 50,043

XML

CONSOLIDATED STATEMENTS OF MEMBER EQUITY - USD ($) $ in Thousands	Total	Member capital	Accumulated other comprehensive earnings (loss)	Retained earnings (deficit)
Beginning balance at Aug. 02, 2014	$ 1,432,594	$ 1,584,106	$ (17,429)	$ (134,083)
Increase (Decrease) in Member Equity
Net earnings (loss)	14,949			14,949
Foreign currency translation adjustments, net of tax	(16,886)		(16,886)
Adjustments for fluctuations in fair market value of financial instruments, net of tax	(1,872)		(1,872)
Change in unfunded benefit obligations, net of tax	(15,041)		(15,041)
Total comprehensive earnings (loss)	(18,850)
Ending balance at Aug. 01, 2015	1,413,744	1,584,106	(51,228)	(119,134)
Increase (Decrease) in Member Equity
Stock option exercises and other	110	110
Net earnings (loss)	(406,110)			(406,110)
Foreign currency translation adjustments, net of tax	(2,282)		(2,282)
Adjustments for fluctuations in fair market value of financial instruments, net of tax	(6,850)		(6,850)
Reclassification to earnings, net of tax	350		350
Change in unfunded benefit obligations, net of tax	(55,831)		(55,831)
Total comprehensive earnings (loss)	(470,723)
Ending balance at Jul. 30, 2016	943,131	1,584,216	(115,841)	(525,244)
Increase (Decrease) in Member Equity
Stock option exercises and other	2,870	2,870
Net earnings (loss)	(531,759)			(531,759)
Foreign currency translation adjustments, net of tax	7,568		7,568
Adjustments for fluctuations in fair market value of financial instruments, net of tax	8,698		8,698
Reclassification to earnings, net of tax	4,022		4,022
Change in unfunded benefit obligations, net of tax	32,122		32,122
Total comprehensive earnings (loss)	(479,349)
Ending balance at Jul. 29, 2017	$ 466,652	$ 1,587,086	$ (63,431)	$ (1,057,003)

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CONSOLIDATED STATEMENTS OF MEMBER EQUITY (PARENTHETICAL) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustments, tax	$ 1,729	$ (381)	$ (5,024)
Adjustments for fluctuations in fair market value of financial instruments, tax	5,608	(4,416)	(1,204)
Reclassification to earnings, tax	2,593	226
Change in unfunded benefit obligations, tax	$ (20,710)	$ 35,997	$ 9,696

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jul. 29, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Neiman Marcus Group LTD LLC (the "Company") is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, Last Call and MyTheresa brand names.  References to “we,” “our” and “us” are used to refer to the Company or collectively to the Company and its subsidiaries, as appropriate to the context.

The Company is a subsidiary of Mariposa Intermediate Holdings LLC ("Holdings"), which in turn is a subsidiary of Neiman Marcus Group, Inc., a Delaware corporation ("Parent"). Parent is owned by entities affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board (together, the "Sponsors") and certain co-investors. The Sponsors acquired the Company on October 25, 2013 (the "Acquisition"). The Company’s operations are conducted through its direct wholly owned subsidiary, The Neiman Marcus Group LLC ("NMG").

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website.

The accompanying Consolidated Financial Statements set forth financial information of the Company and its subsidiaries on a consolidated basis.  All significant intercompany accounts and transactions have been eliminated. 

Our fiscal year ends on the Saturday closest to July 31.  Like many other retailers, we follow a 4-5-4 reporting calendar, which means that each fiscal quarter consists of thirteen weeks divided into periods of four weeks, five weeks and four weeks. All references to (i) fiscal year 2017 relate to the fifty-two weeks ended July 29, 2017, (ii) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016 and (iii) fiscal year 2015 relate to the fifty-two weeks ended August 1, 2015.

ESTIMATES AND CRITICAL ACCOUNTING POLICIES

We are required to make estimates and assumptions about future events in preparing our financial statements in conformity with generally accepted accounting principles ("GAAP"). These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the accompanying Consolidated Financial Statements.

While we believe that our past estimates and assumptions have been materially accurate, the amounts currently estimated are subject to change if different assumptions as to the outcome of future events were made. We evaluate our estimates and assumptions on an ongoing basis and predicate those estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. We make adjustments to our estimates and assumptions when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements.

Purchase Accounting.  We account for acquisitions in accordance with the provisions of Accounting Standards Codification ("ASC") Topic 805, Business Combinations, whereby the purchase price paid to effect the acquisitions was allocated to state the acquired assets and liabilities at fair value.  The Acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 2, 2013, the end of our first quarter of fiscal year 2014.  The MyTheresa acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 1, 2014, the end of our first quarter of fiscal year 2015. In connection with the allocations of the purchase price, we made estimates of the fair values of our long-lived and intangible assets based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases, valuation results from independent valuation specialists, which resulted in increases in the carrying value of our property and equipment and inventory, the revaluation of intangible assets for our tradenames, customer lists and favorable lease commitments, the revaluation of our long-term benefit plan obligations and, with respect to the MyTheresa acquisition, the recording of our contingent earn-out obligation at estimated fair value, among other things.

Fair Value Measurements.Certain of our assets and liabilities are required to be measured at fair value on a recurring basis. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.  Assets and liabilities are classified using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

• Level 1 — Unadjusted quoted prices for identical instruments traded in active markets.

• Level 2 — Observable market-based inputs or unobservable inputs corroborated by market data.

• Level 3 — Unobservable inputs reflecting management’s estimates and assumptions.

Cash and Cash Equivalents.  Cash and cash equivalents primarily consist of cash on hand in our stores, deposits with banks and overnight investments with banks and financial institutions. Cash equivalents are stated at cost, which approximates fair value. Our cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis. Accounts payable includes outstanding checks not yet presented for payment of $39.6 million at July 29, 2017 and $47.4 million at July 30, 2016.

Merchandise Inventories and Cost of Goods Sold.  We utilize the retail inventory method of accounting.  Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are determined by applying a calculated cost-to-retail ratio, for various groupings of similar items, to the retail value of our inventories.  The cost of the inventory reflected in the Consolidated Financial Statements is decreased by charges to cost of goods sold at average cost and the retail value of the inventory is lowered through the use of markdowns.  Earnings are negatively impacted when merchandise is marked down.  As we adjust the retail value of our inventories through the use of markdowns to reflect market conditions, our merchandise inventories are stated at the lower of cost or market.

The areas requiring significant management judgment related to the valuation of our inventories include (i) setting the original retail value for the merchandise held for sale, (ii) recognizing merchandise for which the customer’s perception of value has declined and appropriately marking the retail value of the merchandise down to the perceived value and (iii) estimating the shrinkage that has occurred between physical inventory counts. These judgments and estimates, coupled with the averaging processes within the retail method, can, under certain circumstances, produce varying financial results. Factors that can lead to different financial results include (i) determination of original retail values for merchandise held for sale, (ii) identification of declines in perceived value of inventories and processing the appropriate retail value markdowns and (iii) overly optimistic or conservative estimation of shrinkage. In prior years, we have not made material changes to our estimates of shrinkage or markdown requirements on inventories held as of the end of our fiscal years.

Consistent with industry business practice, we receive allowances from certain of our vendors in support of the merchandise we purchase for resale. Certain allowances are received to reimburse us for markdowns taken or to support the gross margins that we earn in connection with the sales of the vendor’s merchandise. These allowances result in an increase to gross margin when we earn the allowances and they are approved by the vendor. Other allowances we receive represent reductions to the amounts we pay to acquire the merchandise. These allowances reduce the cost of the acquired merchandise and are recognized at the time the goods are sold. The amounts of vendor allowances we receive fluctuate based partially on the level of markdowns taken and did not have a significant impact on the year-over-year change in gross margin during fiscal years 2017, 2016 or 2015. We received vendor allowances of $83.6 million, or 1.8% of revenues, in fiscal year 2017, $100.8 million, or 2.0% of revenues, in fiscal year 2016 and $94.8 million, or 1.9% of revenues, in fiscal year 2015.

We obtain certain merchandise, primarily precious jewelry, on a consignment basis to expand our product assortment. Consignment merchandise held by us with a cost basis of $393.1 million at July 29, 2017 and $416.5 million at July 30, 2016 is not reflected in our Consolidated Balance Sheets.

Cost of goods sold also includes delivery charges we pay to third party carriers and other costs related to the fulfillment of customer orders not delivered at the point-of-sale.

Long-lived Assets.  Property and equipment are stated at cost less accumulated depreciation. In connection with the Acquisition, the cost basis of the acquired property and equipment was adjusted to its estimated fair value. For financial reporting purposes, we compute depreciation principally using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over five to 30 years while fixtures and equipment are depreciated over three to 15 years. Leasehold improvements are amortized over the shorter of the asset life or the lease term (which may include renewal periods when exercise of the renewal option is at our discretion and exercise of the renewal option is considered reasonably assured). Costs incurred for the development of internal computer software are capitalized and amortized using the straight-line method over three to ten years.

We assess the recoverability of the carrying values of our store assets, consisting of property and equipment, customer lists and favorable lease commitments, annually and upon the occurrence of certain events. The recoverability assessment with respect to our long-lived assets is performed at the store level. This assessment is based upon the comparison of the undiscounted cash flows anticipated to be generated from the store to the net carrying value of the store assets. To the extent the undiscounted store-level cash flows are not sufficient to recover the net carrying value of the store assets, the assets are impaired and written down to their estimated fair value based upon discounted future cash flows. Based upon the review of our store-level assets, we identified certain property and equipment, other definite-lived intangible assets and favorable lease commitments to be impaired by $4.8 million in fiscal year 2017 and $38.1 million in fiscal year 2016.

The recoverability assessment related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. We base these estimates upon our past and expected future performance. We believe our estimates are appropriate in light of current and future market conditions and the best information available at the assessment date. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections.

Intangible Assets Subject to Amortization. Favorable lease commitments are amortized straight-line over the remaining lives of the leases, ranging from four to 55 years (weighted average life of 30 years) from the Acquisition date. Our definite-lived intangible assets, which primarily consist of customer lists, are amortized using accelerated methods which reflect the pattern in which we receive the economic benefit of the asset, currently estimated at six to 16 years (weighted average life of 13 years) from the respective acquisition dates.

Total amortization of all intangible assets recorded in connection with acquisitions for the next five fiscal years is currently estimated as follows (in thousands):

2018	$	97,960
2019	94,943
2020	88,247
2021	82,321
2022	82,473

Indefinite-lived Intangible Assets and Goodwill.  Indefinite-lived intangible assets, such as our Neiman Marcus, Bergdorf Goodman and MyTheresa tradenames and goodwill, are not subject to amortization. Rather, we assess the recoverability of indefinite-lived intangible assets and goodwill in the fourth quarter of each fiscal year and upon the occurrence of certain events.

The recoverability assessment with respect to each of the tradenames used in our operations requires us to estimate the fair value of the asset as of the assessment date.  Such determination is made using discounted cash flow techniques (Level 3 determination of fair value).  Significant inputs to the valuation model include:

• future revenue and profitability projections associated with the tradename;

• estimated market royalty rates that could be derived from the licensing of our tradenames to third parties in order to establish the cash flows accruing to the benefit of the Company as a result of our ownership of our tradenames; and

• rate used to discount the estimated royalty cash flow projections to their present value (or estimated fair value).

If the recorded carrying value of the tradename exceeds its estimated fair value, an impairment charge is recorded to write the tradename down to its estimated fair value. Based upon the review of our tradenames in fiscal years 2017 and 2016, we determined certain of our tradenames were impaired and recorded impairment charges aggregating $309.7 million in fiscal year 2017 and $228.9 million in fiscal year 2016.

 Pursuant to current accounting guidance related to the testing of goodwill for impairment adopted in the fourth quarter of fiscal year 2017, the assessment of the recoverability of the goodwill associated with our Neiman Marcus, Bergdorf Goodman and MyTheresa reporting units involves the comparison of the estimated enterprise fair value of each of our reporting units to its recorded carrying value.  We estimate the enterprise fair value based on discounted cash flow techniques (Level 3 determination of fair value).  Significant inputs to the valuation model include:

• estimated future cash flows;

• growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates; and

• rate, based on our estimated weighted average cost of capital, used to discount our estimated future cash flow projections to their present value (or estimated fair value).

If the recorded carrying value of a reporting unit exceeds its estimated enterprise fair value, an impairment charge is recorded to goodwill for the amount by which the carrying amount exceeds the reporting unit's fair value. Based upon the review of our recorded goodwill balances, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $196.2 million in fiscal year 2017.

Prior to the adoption of the new accounting guidance, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process. Based on this process, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $199.2 million in fiscal year 2016.

The impairment testing process related to our indefinite-lived intangible assets is subject to inherent uncertainties and subjectivity.  The use of different assumptions, estimates or judgments with respect to the estimation of the projected future cash flows and the determination of the discount rate used to reduce such projected future cash flows to their net present value could materially increase or decrease any related impairment charge.  We believe our estimates are appropriate based upon current and future market conditions and the best information available at the assessment date.  However, future impairment charges could be required if we do not achieve our current cash flow, revenue and profitability projections, market royalty rates decrease or the weighted average cost of capital increases.

Leases.  We lease a significant portion of our retail stores and office facilities. Stores we own are often subject to ground leases.  The terms of our real estate leases, including renewal options, range from ten to 130 years.  Most leases provide for fixed monthly minimum rentals or contingent rentals based upon sales in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs.  For leases that contain predetermined, fixed calculations of minimum rentals, we recognize rent expense on a straight-line basis over the lease term.  We recognize contingent rent expenses when it is probable that the sales thresholds will be reached during the year.

 We typically receive cash allowances from developers related to the construction of our stores.  We record these allowances as deferred real estate credits, which we recognize as a reduction of rent expense on a straight-line basis over the lease term beginning with the date we take possession of the leased asset.  We received construction allowances aggregating $37.4 million in fiscal year 2017, $38.3 million in fiscal year 2016 and $34.7 million in fiscal year 2015.

In some cases, a developer will construct a retail store to our requirements pursuant to a lease agreement between the developer and the Company. Typically, the lease agreement provides for the construction and financing of the store shell by the developer and our subsequent construction and financing of the interior finish-out of the store. Since we are involved in the construction of the leased store in these types of arrangements, we must consider the nature and extent of our involvement during the construction period which, in some cases, may result in us being deemed the accounting owner of the construction project. In such cases, ASC Topic 840, Leases, ("ASC Topic 840") requires that we record an asset for the developer's construction costs related to the store shell (included in construction in progress) and recognize an offsetting deferred financing obligation. Upon completion of the project, we perform a sale-leaseback analysis to determine if these assets and the related financing obligation can be derecognized from our Consolidated Balance Sheets. Capitalized costs incurred by a developer aggregated $96.9 million at July 29, 2017 and $46.1 million at July 30, 2016 related to a retail store under construction.

Benefit Plans.  We sponsor a defined benefit pension plan ("Pension Plan"), an unfunded supplemental executive retirement plan ("SERP Plan") which provides certain employees additional pension benefits and a postretirement plan providing eligible employees limited postretirement health care benefits ("Postretirement Plan"). In calculating our obligations and related expense, we make various assumptions and estimates, after consulting with outside actuaries and advisors.  The annual determination of expense involves calculating the estimated total benefits ultimately payable to plan participants.  We utilize a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. The Pension Plan, SERP Plan and Postretirement Plan are valued as of the end of each fiscal year. As of the third quarter of fiscal year 2010, benefits offered to all employees under our Pension Plan and SERP Plan were frozen.

 Significant assumptions related to the calculation of our obligations include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by the Pension Plan and the health care cost trend rate for the Postretirement Plan, as more fully described in Note 11.  We review these assumptions annually based upon currently available information, including information provided by our actuaries.

Our obligations related to our employee benefit plans are included in other long-term liabilities.

Self-insurance and Other Employee Benefit Reserves.  We use estimates in the determination of the required accruals for general liability, workers’ compensation and health insurance.  We base these estimates upon an examination of historical trends, industry claims experience and independent actuarial estimates.  Although we do not expect that we will ultimately pay claims significantly different from our estimates, self-insurance reserves could be affected if future claims experience differs significantly from our historical trends and assumptions.

Derivative Financial Instruments.  We enter into derivative financial instruments, primarily interest rate swap and cap agreements, to hedge the variability of our cash flows related to a portion of our floating rate indebtedness.  The derivative financial instruments are recorded at estimated fair value at each balance sheet date and included in assets or liabilities in our Consolidated Balance Sheets.

Revenues.  Revenues include sales of merchandise and services and delivery and processing revenues related to merchandise sold. Revenues are recognized at the later of the point of sale or the delivery of goods to the customer. Revenues associated with gift cards are recognized at the time of redemption by the customer. Revenues exclude sales taxes collected from our customers.

Delivery and processing revenues were $58.7 million in fiscal year 2017, $50.6 million in fiscal year 2016 and $50.1 million in fiscal year 2015.

Revenues are reduced when customers return goods previously purchased. We maintain reserves for anticipated sales returns primarily based on our historical trends related to returns by our customers. Our reserves for anticipated sales returns were $47.0 million at July 29, 2017 and $45.3 million at July 30, 2016.

Buying and Occupancy Costs.  Our buying costs consist primarily of salaries and expenses incurred by our merchandising and buying operations. Occupancy costs primarily include rent, property taxes and operating costs of our retail, distribution and support facilities and exclude depreciation expense.

Selling, General and Administrative Expenses (Excluding Depreciation).  Selling, general and administrative expenses consist principally of costs related to employee compensation and benefits in the selling and administrative support areas and advertising and marketing costs.

We receive allowances from certain merchandise vendors in connection with compensation programs for employees who sell the vendors’ merchandise. These allowances are netted against the related compensation expenses that we incur. Amounts received from vendors related to compensation programs were $62.4 million, or 1.3% of revenues, in fiscal year 2017, $70.3 million, or 1.4% of revenues, in fiscal year 2016 and $76.4 million, or 1.5% of revenues, in fiscal year 2015.

Consistent with industry practice, we receive advertising allowances from certain of our merchandise vendors. Substantially all the advertising allowances we receive represent reimbursements of direct, specific and incremental costs that we incur to promote the vendor’s merchandise in connection with our various advertising programs, primarily catalogs and other print media and digital media.  Advertising allowances fluctuate based on the level of advertising expenses incurred and are recorded as a reduction of our advertising costs when earned.  Advertising allowances were approximately $50.1 million, or 1.1% of revenues, in fiscal year 2017, $54.8 million, or 1.1% of revenues, in fiscal year 2016 and $55.0 million, or 1.1% of revenues, in fiscal year 2015.

We incur costs to advertise and promote the merchandise assortment offered through our store and online operations.  We expense advertising costs for print media costs and promotional materials mailed to our customers at the time of mailing to the customer.  We amortize the costs of print catalogs during the periods we expect to generate revenues from such catalogs, generally three months. We expense the costs incurred to produce the photographic content on our websites, as well as website design and web marketing costs, as incurred.  Net marketing and advertising expenses were $183.0 million, or 3.9% of revenues, in fiscal year 2017, $178.9 million, or 3.6% of revenues, in fiscal year 2016 and $165.7 million, or 3.3% of revenues, in fiscal year 2015.

Stock Compensation.  At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock.  Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Board of Directors of Parent (the "Parent Board") or the Compensation Committee, as applicable, at the time option grants are awarded.  The estimate of the fair market value of Parent's common stock utilizes both discounted cash flow techniques and the review of market data and involves assumptions regarding a number of complex and subjective variables. Significant inputs to the common stock valuation model include:

• future revenue, cash flow and/or profitability projections;

• growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates;

• rates, based on our estimated weighted average cost of capital, used to discount the estimated cash flow projections to their present value (or estimated fair value);

• recent transactions and valuation multiples for publicly held companies deemed similar to Parent;

• economic conditions and other factors deemed material to the valuation process; and

• valuations of Parent performed by third parties.

Income from Credit Card Program.  We maintain a proprietary credit card program through which credit is extended to customers and have a related marketing and servicing alliance with affiliates of Capital One Financial Corporation ("Capital One").  Pursuant to our agreement with Capital One (the "Program Agreement"), Capital One currently offers credit cards and non-card payment plans under both the "Neiman Marcus" and "Bergdorf Goodman" brand names. Effective July 1, 2013, we amended and extended the Program Agreement to July 2020 (renewable thereafter for three-year terms), subject to early termination provisions.

We receive payments from Capital One based on sales transacted on our proprietary credit cards.  These payments are based on the profitability of the credit card portfolio as determined under the Program Agreement and are impacted by a number of factors including credit losses incurred and our allocable share of the profits generated by the credit card portfolio, which in turn may be impacted by credit ratings as determined by various rating agencies.  In addition, we receive payments from Capital One for marketing and servicing activities we provide to Capital One. We recognize income from our credit card program when earned.

Additionally, beginning in July 2017, in accordance with the contractual provisions of the credit card program agreement, our allocable share of the profits generated by the credit card portfolio was reduced as a result of our current credit ratings by S&P and Moody's.

Gift Cards.  The gift cards sold to our customers have no stated expiration dates and, in some cases, are subject to actual and/or potential escheatment rights in various of the jurisdictions in which we operate.  Unredeemed gift cards were $45.5 million at July 29, 2017 and $44.3 million at July 30, 2016.

We recognized gift card breakage of $1.7 million in fiscal year 2017, $1.3 million in fiscal year 2016 and $1.4 million in fiscal year 2015 as a component of revenues.

Loyalty Program.  We maintain a customer loyalty program in which customers earn points for qualifying purchases.  Upon reaching specified levels, points are redeemed for awards, primarily gift cards.  The estimates of the costs associated with the loyalty program require us to make assumptions related to customer purchasing levels and redemption rates.  At the time the qualifying sales giving rise to the loyalty program points are made, we defer the portion of the revenues on the qualifying sales transactions equal to the estimated retail value of the gift cards to be redeemed upon conversion of the earned points to gift cards.  We record the deferral of revenues related to gift card awards under our loyalty program as a reduction of revenues.

Income Taxes.   We use the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  We are routinely under audit by federal, state or local authorities in the area of income taxes.  We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after consideration of all relevant facts, circumstances and available information.  If we believe it is more likely than not that our position will be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized.

Foreign Currency. We translate the assets and liabilities denominated in a foreign currency into U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated into U.S. dollars using weighted average exchange rates during the year. We record these translation adjustments as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets.

Segments. We conduct our specialty retail store and online operations on an omni-channel basis. As our store and online operations have similar economic characteristics, products, services and customers, our operations constitute a single omni-channel reportable segment.

Newly Adopted Accounting Pronouncements.  In April 2015, the Financial Accounting Standards Board (the "FASB") issued guidance related to the accounting for cloud computing arrangements. Under this guidance, if a cloud computing arrangement includes a software license, the software license element should be accounted for in a manner consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. We adopted this guidance in the first quarter of fiscal year 2017 on a prospective basis. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.

In January 2017, the FASB issued guidance to simplify how an entity is required to test goodwill for impairment. The new standard allows (i) entities to perform annual, or interim, goodwill impairment testing by comparing the reporting unit's fair value with its carrying amount and (ii) recognize impairment charges for the amount by which the carrying amount exceeds the reporting unit’s fair value. Pursuant to prior guidance, a goodwill impairment loss was determined by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill, an entity had to perform procedures to determine the fair value of its assets and liabilities at the impairment testing date consistent with procedures that are required in determining the fair value of assets acquired and liabilities assumed in a business combination. We adopted this guidance in fiscal year 2017 on a prospective basis in connection with our assessment of the recoverability of the carrying values of our indefinite-lived intangible assets and goodwill. Prior to adopting this guidance, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process.

Recent Accounting Pronouncements.In March 2016, the FASB issued guidance to simplify how share-based payments are accounted for and presented in the financial statements, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard allows (i) entities to withhold an amount up to the employees' maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award and (ii) forfeitures to be either estimated, as required currently, or recognized when they occur. This new guidance is effective for us as of the first quarter of fiscal year 2018.

In May 2014, the FASB issued guidance to clarify the principles for revenue recognition. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes previous revenue recognition guidance. While our evaluation of the impact of adopting this standard is ongoing, we believe the new guidance will impact our accounting for sales returns, our loyalty program and certain promotional programs. This new guidance is effective for us no earlier than the first quarter of fiscal year 2019.

In May 2017, the FASB issued guidance to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard requires modification accounting only if changes in the terms or conditions results in changes of the fair value, the vesting conditions or the classification of the award as an equity instrument or a liability. This new guidance is effective for us as of the first quarter of fiscal year 2019.

In February 2016, the FASB issued guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. Previous GAAP did not require lease assets and liabilities to be recognized for most leases. Additionally, companies are permitted to make an accounting policy election not to recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the remaining contractual lease payments. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change under this new guidance. This new guidance is effective for us as of the first quarter of fiscal year 2020.

In August 2017, the FASB issued guidance to simplify how hedge accounting arrangements are accounted for and presented in the financial statements, including the assessment of hedge effectiveness. Under the new standard, all changes in the value of the hedging instrument included in the assessment of effectiveness will be recorded in other comprehensive income and reclassified to earnings in the same income statement line item when the hedged item affects earnings. This new guidance is effective for us as of the first quarter of fiscal year 2020.

With respect to each of the recent accounting pronouncements described above, we are currently evaluating which application methods to adopt and the impact of adopting these new accounting standards on our Consolidated Financial Statements.

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MYTHERESA ACQUISITION

12 Months Ended

Jul. 29, 2017

Business Combinations [Abstract]

MyTheresa Acquisition

MYTHERESA ACQUISITION

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website. The purchase price paid to acquire MyTheresa, net of cash acquired, was $181.7 million, which was financed through a combination of cash and debt. In addition, the MyTheresa purchase agreement contained contingent earn-out payments to the sellers aggregating up to €55.0 million based on operating performance for calendar years 2015 and 2016. In March 2017, we paid $26.9 million, or €25.5 million, to the sellers related to calendar year 2016 (of which $22.9 million, or €18.1 million, represented the acquisition date fair value of the obligation). In April 2016, we paid $29.8 million, or €26.5 million, to the sellers related to calendar year 2015 (of which $27.2 million, or €21.6 million, represented the acquisition date fair value of the obligation). As of July 29, 2017, the Company has no further obligation related to the contingent earn-out payments to the sellers of MyTheresa. MyTheresa results of operations are included in our consolidated results of operations beginning in the second quarter of fiscal year 2015.

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FAIR VALUE MEASUREMENTS

12 Months Ended

Jul. 29, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The following table shows the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis in our Consolidated Balance Sheets:

(in thousands)	Fair Value Hierarchy	July 29, 2017		July 30, 2016
Assets:
Interest rate swaps (included in other long-term assets)	Level 2	$	3,628	$	—
Liabilities:
Interest rate swaps (included in other long-term liabilities)	Level 2	—		13,167
Contingent earn-out obligation (included in accrued liabilities)	Level 3	—		26,264
Stock-based award liability (included in other long-term liabilities)	Level 3	1,344		5,500

The fair value of the interest rate swaps is estimated using industry standard valuation models using market-based observable inputs, including interest rate curves. 

The fair value of the contingent earn-out obligation incurred in connection with the acquisition of MyTheresa was estimated as of the acquisition date using a valuation model that measured the present value of the probable cash payments based upon the forecasted operating performance of MyTheresa and a discount rate that captured the risk associated with the obligation. We updated our assumptions based on new developments and adjusted the carrying value of the obligation to its estimated fair value at each reporting date. As of July 29, 2017, the Company has no further earn-out obligations.

Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Parent Board or the Compensation Committee, as applicable.  In determining the fair market value of Parent's common stock, the Parent Board or the Compensation Committee, as applicable, considers such factors as any recent transactions involving Parent's common stock, the Company’s actual and projected financial results, the principal amount of the Company’s indebtedness, valuations of the Company performed by third parties and other factors it believes are material to the valuation process. Significant inputs to the common stock valuation model are updated as applicable and the carrying value of the obligation is adjusted to its estimated fair value at each reporting date.

The carrying values of cash and cash equivalents, credit card receivables and accounts payable approximate fair value due to their short-term nature.  We determine the fair value of our long-term debt on a non-recurring basis, which results are summarized as follows:

		July 29, 2017				July 30, 2016
(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt:
Asset-Based Revolving Credit Facility	Level 2	$	263,000	$	263,000	$	165,000	$	165,000
Senior Secured Term Loan Facility	Level 2	2,839,633		2,113,766		2,869,059		2,705,896
Cash Pay Notes	Level 2	960,000		532,253		960,000		818,995
PIK Toggle Notes	Level 2	600,000		297,000		600,000		480,000
2028 Debentures	Level 2	122,677		87,490		122,463		120,325

We estimated the fair value of long-term debt using (i) prevailing market rates for debt of similar remaining maturities and credit risk for the senior secured asset-based revolving credit facility (as amended, the "Asset-Based Revolving Credit Facility") and the senior secured term loan facility (as amended, the "Senior Secured Term Loan Facility" and, together with the Asset-Based Revolving Credit Facility, the "Senior Secured Credit Facilities") and (ii) quoted market prices of the same or similar issues for the $960.0 million aggregate principal amount of 8.00% Senior Cash Pay Notes due 2021 (the "Cash Pay Notes"), the $600.0 million aggregate principal amount of 8.75%/9.50% Senior PIK Toggle Notes due 2021 (the "PIK Toggle Notes") and the $125.0 million aggregate principal amount of 7.125% Debentures due 2028 (the "2028 Debentures" and, together with the Cash Pay Notes and the PIK Toggle Notes, the "Notes").

In connection with purchase accounting, we adjusted the carrying values of our long-lived and intangible assets to their estimated fair values at the acquisition date. The fair value estimates were based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases, valuation results from independent valuation specialists (Level 3 determination of fair value). Subsequent to the Acquisition, we determine the fair value of our long-lived and intangible assets on a non-recurring basis in connection with our periodic evaluations of such assets for potential impairment and record impairment charges when such fair value estimates are lower than the carrying values of the assets.

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PROPERTY AND EQUIPMENT, NET

12 Months Ended

Jul. 29, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET

The significant components of our net property and equipment are as follows:

(in thousands)	July 29, 2017		July 30, 2016
Land, buildings and improvements	$	1,280,214	$	1,237,568
Fixtures and equipment	914,489		699,469
Construction in progress	145,108		201,903
	2,339,811		2,138,940
Less: accumulated depreciation	752,850		550,819
Property and equipment, net	$	1,586,961	$	1,588,121

Included in construction in progress are $96.9 million at July 29, 2017 and $46.1 million at July 30, 2016 of capitalized costs incurred by a developer to construct the shell of a building that we will lease and operate as a retail store upon completion of construction. We are deemed to be the owner of the building shell for accounting purposes and are therefore required to recognize an asset for a developer's construction costs related to the store shell and an offsetting deferred financing obligation.

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INTANGIBLE ASSETS, NET AND GOODWILL

12 Months Ended

Jul. 29, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net and Goodwill

INTANGIBLE ASSETS, NET AND GOODWILL

The significant components of our intangible assets and goodwill are as follows:

(in thousands)	Favorable Lease Commitments			Other Definite-lived Intangible Assets			Tradenames			Goodwill
Balance at August 1, 2015	$	1,040,440		$	521,275		$	2,036,847		$	2,272,483
Amortization	(54,178		)	(57,011		)	—			—
Impairment of goodwill and intangible assets	(201		)	(12,433		)	(228,877		)	(199,218		)
Foreign currency translation adjustment	—			(109		)	(724		)	(447		)
Write-offs related to facility closures and other	(527		)	—			—			—
Balance at July 30, 2016	$	985,534		$	451,722		$	1,807,246		$	2,072,818
Amortization	(53,262		)	(50,769		)	—			—
Impairment of goodwill and intangible assets	(1,687		)	—			(309,744		)	(196,164		)
Foreign currency translation adjustment	—			128			2,248			4,240
Balance at July 29, 2017	$	930,585		$	401,081		$	1,499,750		$	1,880,894
Total accumulated amortization at July 29, 2017	$	200,438		$	299,451

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IMPAIRMENT CHARGES

12 Months Ended

Jul. 29, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Impairment Charges

IMPAIRMENT CHARGES

Since fiscal year 2016, we have experienced declines in our operating results and we believe our operating results have been adversely impacted by a number of factors including, among other things:

• the volatility and uncertainty in domestic and global economic conditions and the resulting impact on the market for luxury merchandise;

• the strength of the U.S. dollar against international currencies, most notably the Euro and British pound, and a resulting impact on tourism and spending by international customers in the U.S.; and

• a significant and sustained decline in the global price for crude oil and the resulting impact on stakeholders in the oil and gas industries, particularly in the Texas markets in which we have a significant presence.

Based upon our assessment of current economic conditions, our expectations of future business conditions and trends, our projected revenues, earnings, and cash flows as well as other market factors such as the weighted average cost of capital and valuation multiples, we determined that impairment charges were required to state certain of our intangible and long-lived assets to their estimated fair value as follows:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30, 2016
Tradenames	$	309,744	$	228,877
Goodwill	196,164		199,218
Property and equipment	3,141		25,426
Other definite-lived intangible assets	1,687		12,634
Total	$	510,736	$	466,155

We recorded impairment charges aggregating $466.2 million in fiscal year 2016. These impairment charges were driven primarily by revisions to our anticipated future operating trends in light of adverse economic and business trends existing as of the end of fiscal year 2016 and, to a lesser extent, increases in the weighted average cost of capital used in estimating the fair value of our tradenames and reporting units under a discounted cash flow model. These impairments related to certain of our tradenames, goodwill and long-lived assets primarily associated with our Neiman Marcus brand. Our assessment in fiscal year 2016 was performed prior to the adoption of new accounting guidance issued related to the testing of goodwill for impairment and utilized a second step wherein we allocated the enterprise fair value to the fair value of the reporting unit's net assets to determine the writedown of goodwill.

We recorded impairment charges aggregating $510.7 million in fiscal year 2017. These impairment charges were driven both by (i) changes in market conditions related to increases in the weighted average cost of capital and valuation multiples and (ii) further deterioration of operating trends during such periods. In fiscal year 2017, we recorded impairment charges of $153.8 million in the second quarter and $357.0 million in the fourth quarter. These impairment charges related to certain of our tradenames, goodwill and long-lived assets primarily associated with our Neiman Marcus and Bergdorf Goodman brands. Our assessment in fiscal year 2017 was performed subsequent to the adoption of new accounting guidance issued related to the testing of goodwill for impairment as discussed in Note 1 under "— Newly Adopted Accounting Pronouncements".

We continue to undertake initiatives to help drive revenues and streamline business activities and will continue to closely monitor our financial condition and results of operations. However, there is a risk that we may continue to experience challenging economic conditions and operating pressures, which in turn could increase the risk of additional impairment charges in future periods.

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ACCRUED LIABILITIES

12 Months Ended

Jul. 29, 2017

Payables and Accruals [Abstract]

Accrued Liabilities

ACCRUED LIABILITIES

The significant components of accrued liabilities are as follows:

(in thousands)	July 29, 2017		July 30, 2016
Accrued salaries and related liabilities	$	64,293	$	66,009
Amounts due customers	140,330		132,805
Self-insurance reserves	36,545		36,197
Interest payable	31,935		59,781
Sales returns reserves	47,006		45,336
Sales taxes payable	28,811		26,688
Contingent earn-out obligation	—		26,264
Other	108,017		99,566
Total	$	456,937	$	492,646

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LONG-TERM DEBT

12 Months Ended

Jul. 29, 2017

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

The significant components of our long-term debt are as follows:

(in thousands)	Interest Rate	July 29, 2017			July 30, 2016
Asset-Based Revolving Credit Facility	variable	$	263,000		$	165,000
Senior Secured Term Loan Facility	variable	2,839,633			2,869,059
mytheresa.com Credit Facilities	2.25%/2.39%	—			—
Cash Pay Notes	8.00%	960,000			960,000
PIK Toggle Notes	8.75%/9.50%	600,000			600,000
2028 Debentures	7.125%	122,677			122,463
Total debt		4,785,310			4,716,522
Less: current portion of Senior Secured Term Loan Facility		(29,426		)	(29,426		)
Less: unamortized debt issuance costs		(80,344		)	(102,815		)
Long-term debt, net of debt issuance costs		$	4,675,540		$	4,584,281

Asset-Based Revolving Credit Facility.  At July 29, 2017, we have an Asset-Based Revolving Credit Facility with a maximum committed borrowing capacity of $900.0 million. The Asset-Based Revolving Credit Facility matures on July 25, 2021 (or July 25, 2020 if our obligations under our Senior Secured Term Loan Facility or any permitted refinancing thereof have not been repaid or the maturity date thereof has not been extended to October 25, 2021 or later).  At July 29, 2017, we had outstanding borrowings of $263.0 million under this facility, outstanding letters of credit of $1.8 million and unused commitments of $635.3 million, subject to a borrowing base, of which $90.0 million of such capacity is available to us subject to certain restrictions as more fully described below.

Availability under the Asset-Based Revolving Credit Facility is subject to a borrowing base.  The Asset-Based Revolving Credit Facility includes borrowing capacity available for letters of credit (up to $150.0 million, with any such issuance of letters of credit reducing the amount available under the Asset-Based Revolving Credit Facility on a dollar-for-dollar basis) and for borrowings on same-day notice.  The borrowing base is equal to at any time the sum of (a) 90% of the net orderly liquidation value of eligible inventory, net of certain reserves, plus (b) 90% of the amounts owed by credit card processors in respect of eligible credit card accounts constituting proceeds from the sale or disposition of inventory, less certain reserves, plus (c) 100% of segregated cash held in a restricted deposit account. To the extent that excess availability is not equal to or greater than the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million, we will be required to maintain a minimum fixed charge coverage ratio. Additional restrictions will apply if this condition is not met for five consecutive business days, including increased reporting requirements and additional administrative agent control rights over certain of our accounts. These restrictions will continue until the condition is satisfied and their imposition may limit our operational flexibility.

The Asset-Based Revolving Credit Facility permits us to increase commitments under the Asset-Based Revolving Credit Facility or add one or more incremental term loans to the Asset-Based Revolving Credit Facility by an amount not to exceed $200.0 million. However, the lenders are under no obligation to provide any such additional commitments or loans, and any increase in commitments or incremental term loans will be subject to customary conditions precedent.  If we were to request any such additional commitments and the existing lenders or new lenders were to agree to provide such commitments, the size of the Asset-Based Revolving Credit Facility could be increased to $1,100.0 million, but our ability to borrow would still be limited by the amount of the borrowing base.  The cash proceeds of any incremental term loans may be used for working capital and general corporate purposes.

At July 29, 2017, borrowings under the Asset-Based Revolving Credit Facility bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Deutsche Bank AG New York Branch (the administrative agent), (2) the federal funds effective rate plus ½ of 1.00% and (3) the adjusted one-month LIBOR plus 1.00% or (b) LIBOR, subject to certain adjustments, in each case plus an applicable margin of 0.75% with respect to base rate borrowings and 1.75% with respect to LIBOR borrowings at July 29, 2017.  The applicable margin is based on the average historical excess availability under the Asset-Based Revolving Credit Facility, and is up to 1.00% with respect to base rate borrowings and up to 2.00% with respect to LIBOR borrowings, in each case with one 0.25% step down based on achievement and maintenance of a certain senior secured first lien net leverage ratio (as defined in the credit agreement governing the Asset-Based Revolving Credit Facility). The weighted average interest rate on the outstanding borrowings pursuant to the Asset-Based Revolving Credit Facility was 3.11% at July 29, 2017. In addition, we are required to pay a commitment fee in respect of unused commitments at a rate of up to 0.375% per annum.  We must also pay customary letter of credit fees and agency fees.

If at any time the aggregate amount of outstanding revolving loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Asset-Based Revolving Credit Facility exceeds the lesser of (a) the aggregate revolving commitments and (b) the borrowing base, we will be required to repay outstanding loans or cash collateralize letters of credit in an aggregate amount equal to such excess, with no reduction of the commitment amount.  If the excess availability under the Asset-Based Revolving Credit Facility is less than the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million for a period of five or more consecutive business days, funds held in a collection account maintained with the agent would be applied to repay the loans and other obligations and cash collateralize letters of credit.  We would then be required to make daily deposits in the collection account maintained with the agent under the Asset-Based Revolving Credit Facility.

We may voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans at any time without premium or penalty other than customary breakage costs with respect to LIBOR loans.  There is no scheduled amortization under the Asset-Based Revolving Credit Facility. The principal amount of the revolving loans outstanding thereunder will be due and payable in full on July 25, 2021 (or July 25, 2020 if our obligations under our Senior Secured Term Loan Facility or any permitted refinancing thereof have not been repaid or the maturity date thereof has not been extended to October 25, 2021 or later).

The Asset-Based Revolving Credit Facility is guaranteed by Holdings and each of our current and future direct and indirect wholly owned subsidiaries (subsidiary guarantors) other than (a) unrestricted subsidiaries, (b) certain immaterial subsidiaries, (c) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (d) certain holding companies of foreign subsidiaries, (e) captive insurance subsidiaries, not for profit subsidiaries, or a subsidiary which is a special purpose entity for securitization transactions or like special purposes and (f) any subsidiary that is prohibited by applicable law or contractual obligation from acting as a guarantor or which would require governmental approval to provide a guarantee. At July 29, 2017, the assets of non-guarantor subsidiaries, primarily (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, aggregated $416.0 million, or 5.4% of consolidated total assets. All obligations under the Asset-Based Revolving Credit Facility, and the guarantees of those obligations, are secured, subject to certain significant exceptions described below, by substantially all of the assets of Holdings, the Company and the subsidiary guarantors, including:

• a first-priority security interest in personal property consisting of inventory and related accounts, cash, deposit accounts, all payments received by the Company or the subsidiary guarantors from credit card clearinghouses and processors or otherwise in respect of all credit card charges for sales of inventory by the Company and the subsidiary guarantors, certain related assets and proceeds of the foregoing;

• a second-priority pledge of 100% of the Company’s capital stock and certain of the capital stock held by Holdings, the Company or any subsidiary guarantor (which pledge, in the case of any foreign subsidiary is limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such foreign subsidiary); and

• a second-priority security interest in, and mortgages on, a significant portion of the Company's owned real property and equipment and substantially all other tangible and intangible assets of Holdings, the Company and each subsidiary guarantor, but excluding, among other things, leasehold interests.

Capital stock and other securities of a subsidiary of the Company that are owned by the Company or any subsidiary guarantor will not constitute collateral under the Asset-Based Revolving Credit Facility to the extent that such securities cannot secure the 2028 Debentures or other secured public debt obligations without requiring the preparation and filing of separate financial statements of such subsidiary in accordance with applicable SEC rules.  As a result, the collateral under the Asset-Based Revolving Credit Facility will include shares of capital stock or other securities of subsidiaries of the Company or any subsidiary guarantor only to the extent that the applicable value of such securities (on a subsidiary-by-subsidiary basis) is less than 20% of the aggregate principal amount of the 2028 Debentures or other secured public debt obligations of the Company.

The Asset-Based Revolving Credit Facility contains covenants limiting, among other things, dividends and other restricted payments, investments, loans, advances and acquisitions, and prepayments or redemptions of other indebtedness.  These covenants permit such restricted actions in an unlimited amount, subject to the satisfaction of certain payment conditions, principally that we must have (x) pro forma excess availability under the Asset-Based Revolving Credit Facility for each day of the 30-day period prior to such actions, which exceeds the greater of $90.0 million or 15% of the lesser of (a) the revolving commitments under the Asset-Based Revolving Credit Facility and (b) the borrowing base and (y) a pro forma fixed charge coverage ratio of at least 1.0 to 1.0, unless pro forma excess availability for each day of the 30-day period prior to such actions under the Asset-Based Revolving Credit Facility would exceed the greater of (1) $200.0 million and (2) 25% of the lesser of (i) the aggregate revolving commitments under the Asset-Based Revolving Credit Facility and (ii) the borrowing base. The Asset-Based Revolving Credit Facility also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $50.0 million.

Senior Secured Term Loan Facility.  We have a credit agreement and related security and other agreements for the $2,950.0 million Senior Secured Term Loan Facility. At July 29, 2017, the outstanding balance under the Senior Secured Term Loan Facility was $2,839.6 million. The principal amount of the loans outstanding is due and payable in full on October 25, 2020.

The Senior Secured Term Loan Facility permits us to increase the term loans or add a separate tranche of term loans by an amount not to exceed $650.0 million plus an unlimited amount that would result (a) in the case of any incremental term loan facility to be secured equally and ratably with the term loans, a senior secured first lien net leverage ratio equal to or less than 4.25 to 1.00, and (b) in the case of any incremental term loan facility to be secured on a junior basis to the term loans, to be subordinated in right of payment to the term loans or unsecured and pari passu in right of payment with the term loans, a total net leverage ratio equal to or less than the total net leverage ratio as of October 25, 2013.

At July 29, 2017, borrowings under the Senior Secured Term Loan Facility bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Credit Suisse AG (the administrative agent), (2) the federal funds effective rate plus ½ of 1.00% and (3) the adjusted one-month LIBOR plus 1.00%, or (b) an adjusted LIBOR (for a period equal to the relevant interest period, and in any event, never less than 1.00%), subject to certain adjustments, in each case plus an applicable margin.  The applicable margin is up to 2.25% with respect to base rate borrowings and up to 3.25% with respect to LIBOR borrowings.  The applicable margin is subject to adjustment based on our senior secured first lien net leverage ratio.  The applicable margin with respect to outstanding LIBOR borrowings was 3.25% at July 29, 2017.  The interest rate on the outstanding borrowings pursuant to the Senior Secured Term Loan Facility was 4.47% at July 29, 2017.

Subject to certain exceptions and reinvestment rights, the Senior Secured Term Loan Facility requires that 100% of the net cash proceeds from certain asset sales and debt issuances and 50% (which percentage will be reduced to 25% if our senior secured first lien net leverage ratio, as defined in the credit agreement governing the Senior Secured Term Loan Facility, is equal to or less than 4.0 to 1.0 but greater than 3.5 to 1.0 and will be reduced to 0% if our senior secured first lien net leverage ratio is equal to or less than 3.5 to 1.0) from excess cash flow, as defined in the credit agreement governing the Senior Secured Term Loan Facility, for each of our fiscal years (commencing with the period ended July 26, 2015) must be used to prepay outstanding term loans under the Senior Secured Term Loan Facility at 100% of the principal amount to be prepaid, plus accrued and unpaid interest. We were not required to prepay any outstanding term loans pursuant to the annual excess cash flow requirements for fiscal years 2017 and 2016.

We may repay all or any portion of the Senior Secured Term Loan Facility at any time, subject to redeployment costs in the case of prepayment of LIBOR borrowings other than the last day of the relevant interest period. The Senior Secured Term Loan Facility amortizes in equal quarterly installments of $7.4 million, less certain voluntary and mandatory prepayments, with the remaining balance due at final maturity.

The Senior Secured Term Loan Facility is guaranteed by Holdings and each of our current and future subsidiary guarantors other than (a) unrestricted subsidiaries, (b) certain immaterial subsidiaries, (c) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (d) certain holding companies of foreign subsidiaries, (e) captive insurance subsidiaries, not for profit subsidiaries, or a subsidiary which is a special purpose entity for securitization transactions or like special purposes and (f) any subsidiary that is prohibited by applicable law or contractual obligation from acting as a guarantor or which would require governmental approval to provide a guarantee. At July 29, 2017, the assets of non-guarantor subsidiaries, primarily (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, aggregated $416.0 million, or 5.4% of consolidated total assets. All obligations under the Senior Secured Term Loan Facility, and the guarantees of those obligations, are secured, subject to certain significant exceptions described below, by substantially all of the assets of Holdings, the Company and the subsidiary guarantors, including:

• a first-priority pledge of 100% of the Company's capital stock and certain of the capital stock held by the Company, Holdings or any subsidiary guarantor (which pledge, in the case of any foreign subsidiary is limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such foreign subsidiary);

• a first-priority security interest in, and mortgages on, a significant portion of the Company's owned real property and equipment and substantially all other tangible and intangible assets of the Company, Holdings and each subsidiary guarantor, but excluding, among other things, leasehold interests and the collateral described below; and

• a second-priority security interest in personal property consisting of inventory and related accounts, cash, deposit accounts, all payments received by the Company or the subsidiary guarantors from credit card clearinghouses and processors or otherwise in respect of all credit card charges for sales of inventory by the Company and the subsidiary guarantors, certain related assets and proceeds of the foregoing.

Capital stock and other securities of a subsidiary of the Company that are owned by the Company or any subsidiary guarantor will not constitute collateral under the Senior Secured Term Loan Facility to the extent that such securities cannot secure the 2028 Debentures or other secured public debt obligations without requiring the preparation and filing of separate financial statements of such subsidiary in accordance with applicable SEC rules. As a result, the collateral under the Senior Secured Term Loan Facility will include shares of capital stock or other securities of subsidiaries of the Company or any subsidiary guarantor only to the extent that the applicable value of such securities (on a subsidiary-by-subsidiary basis) is less than 20% of the aggregate principal amount of the 2028 Debentures or other secured public debt obligations of the Company.

The credit agreement governing the Senior Secured Term Loan Facility contains a number of negative covenants and covenants related to the security arrangements for the Senior Secured Term Loan Facility.  The credit agreement also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $50.0 million.

Cash Pay Notes.  The Company, along with Mariposa Borrower, Inc. as co-issuer, incurred indebtedness in the form of $960.0 million aggregate principal amount of 8.00% Senior Cash Pay Notes due 2021. Interest on the Cash Pay Notes is payable semi-annually in arrears on each April 15 and October 15.  The Cash Pay Notes are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility, other than Holdings.  The Cash Pay Notes are unsecured and the guarantees are full and unconditional.  At July 29, 2017, the redemption price at which we may redeem the Cash Pay Notes, in whole or in part, as set forth in the indenture governing the Cash Pay Notes, was 106.000%. The Cash Pay Notes mature on October 15, 2021.

The Cash Pay Notes include certain restrictive covenants that limit our ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates and (ix) designate our subsidiaries as unrestricted subsidiaries. The Cash Pay Notes also contain a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million.

PIK Toggle Notes.  The Company, along with Mariposa Borrower, Inc. as co-issuer, incurred indebtedness in the form of $600.0 million aggregate principal amount of 8.75%/9.50% Senior PIK Toggle Notes due 2021. The PIK Toggle Notes are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility, other than Holdings. The PIK Toggle Notes are unsecured and the guarantees are full and unconditional. At July 29, 2017, the redemption price at which we may redeem the PIK Toggle Notes, in whole or in part, as set forth in the indenture governing the PIK Toggle Notes, was 106.563%. The PIK Toggle Notes mature on October 15, 2021.

Interest on the PIK Toggle Notes is payable semi-annually in arrears on each April 15 and October 15.  Interest on the PIK Toggle Notes, subject to certain restrictions, may be paid (i) entirely in cash ("Cash Interest"), (ii) entirely by increasing the principal amount of the PIK Toggle Notes by the relevant interest payment amount ("PIK Interest"), or (iii) 50% in Cash Interest and 50% in PIK Interest.  Cash Interest on the PIK Toggle Notes accrues at a rate of 8.75% per annum.  PIK Interest on the PIK Toggle Notes accrues at a rate of 9.50% per annum. Interest on the PIK Toggle Notes was paid entirely in cash for the first seven interest payments. We elected to pay the October 2017 interest payment in the form of PIK Interest, which will result in the issuance of $28.5 million of additional PIK Toggle Notes in October 2017. We intend to elect to pay interest in the form of PIK Interest or partial PIK Interest on our semi-annual interest payment due in April 2018 and may additionally elect to do so with respect to the payment due in October 2018. If we elect PIK Interest or partial PIK Interest with respect to these interest payments, we must deliver a notice of such election to the trustee no later than one day prior to the beginning of the relevant semi-annual interest period. We will evaluate our financial position prior to each future interest period to determine the appropriate election at that time.

The PIK Toggle Notes include certain restrictive covenants that limit our ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates and (ix) designate our subsidiaries as unrestricted subsidiaries. The PIK Toggle Notes also contain a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million.

2028 Debentures.  NMG has outstanding $125.0 million aggregate principal amount of our 7.125% Senior Debentures due 2028.  The 2028 Debentures are secured by a first lien security interest on certain collateral subject to liens granted under the Senior Secured Credit Facilities constituting (a) (1) 100% of the capital stock of certain of NMG’s existing and future domestic subsidiaries, and (2) 100% of the non-voting stock and 65% of the voting stock of certain of NMG’s existing and future foreign subsidiaries and (b) a significant portion of NMG's owned real property, in each case, to the extent required by the terms of the indenture governing the 2028 Debentures. The 2028 Debentures contain covenants that restrict NMG’s ability to create liens and enter into sale and lease back transactions.  The collateral securing the 2028 Debentures will be released upon the release of liens on such collateral under the Senior Secured Credit Facilities and any other debt (other than the 2028 Debentures) secured by such collateral.  Capital stock and other securities of a subsidiary of NMG that are owned by NMG or any subsidiary will not constitute collateral under the 2028 Debentures to the extent such property does not constitute collateral under the Senior Secured Credit Facilities as described above.  The 2028 Debentures are guaranteed on an unsecured, senior basis by the Company.  The guarantee is full and unconditional.  The guarantee of the 2028 Debentures 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.  At July 29, 2017, our non-guarantor 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 us in conducting our 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 us in conducting our operations. The 2028 Debentures include certain restrictive covenants and a cross-acceleration provision in respect of any other indebtedness that has an aggregate principal amount exceeding $15.0 million.  The 2028 Debentures mature on June 1, 2028.

Mytheresa.com Credit Facilities.Our subsidiary mytheresa.com GmbH, through which we operate mytheresa.com, is party to two credit facility agreements (the "mytheresa.com Credit Facilities"). The first facility, entered into October 1, 2015, is a revolving credit line for up to €6.5 million in availability and bears interest at a fixed rate of 2.39% (until further notice) for any loan drawn under the overdraft facility and at rates to be agreed on a case-by-case basis for money market loans and guarantees. The second facility, entered into June 8, 2017, is a revolving credit line for up to €8.5 million in availability and bears interest at a fixed rate of 2.25% (until further notice) for any loan drawn under the overdraft facility and at rates to be agreed on a case-by-case basis for any other loans.

Both facilities are secured by certain inventory held by mytheresa.com GmbH and certain contractual claims. The facilities are not guaranteed by, and are non-recourse to, us or any of our U.S. subsidiaries or affiliates. Each facility contains restrictive covenants prohibiting mytheresa.com GmbH from distributing or making available loan proceeds to any affiliates including us or any of our other subsidiaries and requiring mytheresa.com GmbH to maintain a minimum economic equity ratio. The agreements also contain usual and customary events of default, the occurrence of which may result in all outstanding amounts under the facility agreements becoming due and payable immediately. There is no scheduled amortization under either facility and neither facility has a specified maturity date. However, each lender may terminate its respective facility at any time provided that mytheresa.com GmbH is given a customary reasonable opportunity to secure alternative financing.

As of July 29, 2017, mytheresa.com GmbH had no outstanding borrowings, guarantees of $1.2 million, or €1.1 million, and unused commitments of $15.9 million, or €13.9 million.

Maturities of Long-term Debt.  At July 29, 2017, annual maturities of long-term debt during the next five fiscal years and thereafter are as follows (in millions):

2018	$	29.4
2019	29.4
2020	29.4
2021	3,014.4
2022	1,560.0
Thereafter	122.7

The previous table does not reflect future excess cash flow prepayments, if any, that may be required under the Senior Secured Term Loan Facility.

Interest Expense, net. The significant components of interest expense are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Asset-Based Revolving Credit Facility	$	7,022		$	3,104		$	1,463
Senior Secured Term Loan Facility	130,129			124,775			125,558
mytheresa.com Credit Facilities	58			23			8
Cash Pay Notes	76,800			76,800			76,800
PIK Toggle Notes	53,810			52,500			52,500
2028 Debentures	8,906			8,906			8,906
Amortization of debt issue costs	24,510			24,572			24,560
Capitalized interest	(6,270		)	(7,298		)	(2,361		)
Other, net	703			2,214			2,489
Interest expense, net	$	295,668		$	285,596		$	289,923

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DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Jul. 29, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swaps. At July 29, 2017, we had outstanding floating rate debt obligations of $3,102.6 million. In April and June of 2016, we entered into floating to fixed interest rate swap agreements for an aggregate notional amount of $1,400.0 million to limit our exposure to interest rate increases related to a portion of our floating rate indebtedness. These swap agreements hedge a portion of our contractual floating rate interest commitments related to our Senior Secured Term Loan Facility from December 2016 to October 2020. As a result of the April 2016 swap agreements, our effective interest rate as to $700.0 million of floating rate indebtedness will be fixed at 4.9120% from December 2016 through October 2020. As a result of the June 2016 swap agreements, our effective interest rate as to an additional $700.0 million of floating rate indebtedness will be fixed at 4.7395% from December 2016 to October 2020. The fair value of our interest rate swap agreements was a gain of $3.6 million at July 29, 2017, which amount is included in other long-term assets, and a loss of $13.2 million at July 30, 2016, which amount is included in other long-term liabilities. The interest rate swap agreements expire in October 2020.

We designated the interest rate swaps as cash flow hedges. As cash flow hedges, unrealized gains on our outstanding interest rate swaps are recognized as assets while unrealized losses are recognized as liabilities. Our interest rate swap agreements are highly, but not perfectly, correlated to the changes in interest rates to which we are exposed. As a result, unrealized gains and losses on our interest rate swap agreements are designated as effective or ineffective. The effective portion of such gains or losses will be recorded as a component of accumulated other comprehensive loss while the ineffective portion of such gains or losses will be recorded as a component of interest expense.

In addition, we realize a gain or loss on our interest rate swap agreements in connection with each required interest payment on our floating rate indebtedness. The realized gains or losses effectively adjust the contractual interest requirements pursuant to the terms of our floating rate indebtedness to the interest requirements at the fixed rates established in the interest rate swap agreements. These realized gains or losses are reclassified to interest expense from accumulated other comprehensive loss.

Interest Rate Caps. In April 2014, we entered into interest rate cap agreements (at a cost of $2.0 million) for an aggregate notional amount of $1,400.0 million to hedge the variability of our cash flows related to a portion of our floating rate indebtedness. The interest rate cap agreements effectively capped LIBOR related to our Senior Secured Term Loan Facility at 3.00% from December 2014 through December 2016 with respect to the $1,400.0 million notional amount of such agreements. The interest rate cap agreements expired in December 2016. Gains and losses realized due to the expiration of applicable portions of the interest rate caps were reclassified to interest expense at the time our quarterly interest payments were made.

A summary of the recorded amounts related to our interest rate swaps and interest rate caps reflected in our Consolidated Statements of Operations is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30,  2016		August 1, 2015
Realized hedging losses related to interest rate swaps – included in net interest expense	$	5,191	$	—	$	—
Realized hedging losses related to interest rate caps – included in net interest expense	1,424		576		—
Total	$	6,615	$	576	$	—

The amount of losses recorded in other comprehensive loss at July 29, 2017 that is expected to be reclassified into interest expense in the next 12 months, if interest rates remain unchanged, is approximately $3.4 million.

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INCOME TAXES

12 Months Ended

Jul. 29, 2017

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The significant components of income tax expense (benefit) are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Current:
Federal	$	(38,337	)	$	(36,557	)	$	73,928
State	(8,567		)	(7,691		)	7,955
Foreign	926			5,948			980
	(45,978		)	(38,300		)	82,863
Deferred:
Federal	(148,359		)	(78,804		)	(60,780		)
State	(22,357		)	(18,189		)	(6,080		)
Foreign	(436		)	(5,848		)	(2,876		)
	(171,152		)	(102,841		)	(69,736		)
Income tax expense (benefit)	$	(217,130	)	$	(141,141	)	$	13,127

The significant components of earnings (loss) before income taxes are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
United States	$	(752,705	)	$	(542,310	)	$	38,399
Foreign	3,816			(4,941		)	(10,323		)
Earnings (loss) before income taxes	$	(748,889	)	$	(547,251	)	$	28,076

A reconciliation of income tax expense (benefit) to the amount calculated based on the federal and state statutory rates is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Income tax expense (benefit) at statutory rate	$	(262,111	)	$	(191,538	)	$	9,827
State income taxes, net of federal income tax benefit	(21,132		)	(15,480		)	1,235
Impact of non-deductible expenses, including goodwill impairment	64,875			64,372			3,330
Tax expense (benefit) related to tax settlements and other changes in tax liabilities	(2,022		)	(554		)	(555		)
Impact of foreign tax differential	51			377			(706		)
Unbenefitted losses of foreign subsidiary	703			1,444			—
Other	2,506			238			(4		)
Total	$	(217,130	)	$	(141,141	)	$	13,127
Effective tax rate	29.0		%	25.8		%	46.8		%

Our effective income tax rates of 29.0% and 25.8% on the losses for fiscal years 2017 and 2016 were less than the federal statutory tax rate of 35%. No income tax benefits exist related to the goodwill impairment charges of $196.2 million recorded in fiscal year 2017 and $199.2 million recorded in fiscal year 2016. Excluding the impact of the goodwill impairment charges, our effective income tax rates were 39.3% for fiscal year 2017 and 40.6% for fiscal year 2016, which exceeded the federal statutory tax rate due primarily to state income taxes. Our effective income tax rate of 46.8% on the earnings for fiscal year 2015 exceeded the federal statutory tax rate due primarily to state income taxes and the non-deductible portion of transaction and other costs incurred in connection with the MyTheresa acquisition.

We have and intend to continue to reinvest all earnings generated by our foreign operations outside of the U.S. As such, no provision for federal or state income taxes is required as of July 29, 2017.If our intentions change or if these funds are needed for our U.S. operations, we would be required to accrue or pay U.S. taxes on some or all of these undistributed earnings and our effective tax rate would increase. Determination of the unrecognized deferred tax liability that would be incurred if such amounts were repatriated, if any, is not practicable because the calculation is complex and subject to significant volatility.

Significant components of our net deferred income tax asset (liability) are as follows:

(in thousands)	July 29, 2017			July 30, 2016
Deferred income tax assets:
Accruals and reserves	$	34,727		$	31,628
Employee benefits	179,565			202,778
Other	72,882			36,406
Total deferred tax assets	$	287,174		$	270,812
Deferred income tax liabilities:
Inventory	$	(13,264	)	$	(10,125	)
Depreciation and amortization	(322,184		)	(285,563		)
Intangible assets	(1,083,459		)	(1,241,497		)
Other	(25,100		)	(30,420		)
Total deferred tax liabilities	(1,444,007		)	(1,567,605		)
Net deferred income tax liability	$	(1,156,833	)	$	(1,296,793	)

The net deferred tax liability of $1,156.8 million at July 29, 2017 decreased from $1,296.8 million at July 30, 2016.  This decrease of $140.0 million was comprised primarily of (i) $117.4 million decrease in deferred tax liabilities resulting from impairment charges incurred in connection with our tradenames and (ii) $38.3 million increase in deferred tax assets related to a federal net operating loss ("NOL") carryforward.

At July 29, 2017, the Company has gross U.S. federal NOLs of $97.7 million and credit carryforwards of $2.0 million. Gross state NOLs are $28.5 million and state credit carryforwards are $1.7 million. The federal NOLs and credit carryforwards will expire in 2037 while the state NOLs and credit carryforwards will expire beginning in 2021 through 2037, if not utilized. All NOLs are expected to be used prior to the end of the carryforward period. A gross net operating loss of $8.5 million exists in the foreign jurisdiction of Luxembourg. A full valuation allowance has been set up against the Luxembourg NOL.

The Company assesses whether deferred tax assets should be recognized based upon the consideration of both positive and negative evidence. Although realization is not assured, the Company believes that the realization of the recognized deferred tax assets is more likely than not based on expectations of future taxable income.

At July 29, 2017, the gross amount of unrecognized tax benefits was $2.2 million ($1.4 million of which would impact our effective tax rate, if recognized). We classify interest and penalties as a component of income tax expense (benefit) and our liability for accrued interest and penalties was $0.4 million at July 29, 2017 and $0.4 million at July 30, 2016. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(in thousands)	July 29, 2017			July 30, 2016
Balance at beginning of fiscal year	$	3,661		$	1,854
Gross amount of decreases for prior year tax positions	(3,005		)	(1,290		)
Gross amount of increases for current year tax positions	1,533			3,097
Balance at end of fiscal year	$	2,189		$	3,661

We file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. The Internal Revenue Service ("IRS") finalized its audits of our fiscal year 2012 and short-year 2013 (prior to the Acquisition) federal income tax returns. With respect to state, local and foreign jurisdictions, with limited exceptions, we are no longer subject to income tax audits for fiscal years before 2013.  We believe our recorded tax liabilities as of July 29, 2017 are sufficient to cover any potential assessments made by the IRS or other taxing authorities and we will continue to review our recorded tax liabilities for potential audit assessments based upon subsequent events, new information and future circumstances.  We believe it is reasonably possible that adjustments to the amounts of our unrecognized tax benefits could occur within the next 12 months as a result of settlements with tax authorities or expiration of statutes of limitations.  At this time, we do not believe such adjustments will have a material impact on our Consolidated Financial Statements.

Subsequent to the Acquisition, Parent and its subsidiaries, including the Company, file U.S. federal income taxes as a consolidated group. The Company has elected to be treated as a corporation for U.S. federal income tax purposes and all operations of Parent are conducted through Holdings and its subsidiaries, including the Company. Income taxes incurred by Parent are reflected by the Company and its subsidiaries in the preparation of our Consolidated Financial Statements. There are no differences in current and deferred income taxes between the Company and Parent.

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EMPLOYEE BENEFIT PLANS

12 Months Ended

Jul. 29, 2017

Retirement Benefits [Abstract]

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

Description of Benefit Plans.  We currently maintain defined contribution plans consisting of a retirement savings plan ("RSP") and a defined contribution supplemental executive retirement plan ("Defined Contribution SERP Plan").  As of January 1, 2011, employees may make pretax contributions to the RSP and we match an employee’s contribution up to a maximum of 6% of the employee’s compensation subject to statutory limitations for a potential maximum match of 75% of employee contributions.  We also sponsor an unfunded key employee deferred compensation plan, which provides certain employees with additional benefits.  Our aggregate expense related to these plans was approximately $27.7 million in fiscal year 2017, $28.0 million in fiscal year 2016 and $30.5 million in fiscal year 2015.

In addition, we sponsor a defined benefit pension plan ("Pension Plan") and an unfunded supplemental executive retirement plan ("SERP Plan") that provides certain employees additional pension benefits.  As of the third quarter of fiscal year 2010, benefits offered to all participants in our Pension Plan and SERP Plan were frozen.  Retirees and active employees hired prior to March 1, 1989 are eligible for certain limited postretirement health care benefits ("Postretirement Plan") if they meet certain service and minimum age requirements.

Our obligations for employee benefit plans, included in other long-term liabilities, are as follows:

(in thousands)	July 29, 2017			July 30, 2016
Pension Plan:
Projected benefit obligation	$	620,900		$	683,493
Less: Plan assets	(380,163		)	(383,817		)
Pension Plan, net	240,737			299,676
SERP Plan	112,739			118,484
Postretirement Plan	6,916			8,600
	360,392			426,760
Less: current portion	(7,803		)	(7,345		)
Long-term portion of benefit obligations	$	352,589		$	419,415

Benefit Obligations.  Our obligations for the Pension Plan, SERP Plan and Postretirement Plan are valued as of the end of each fiscal year.  Changes in our obligations pursuant to our Pension Plan, SERP Plan and Postretirement Plan during fiscal years 2017 and 2016 are as follows:

	Pension Plan						SERP Plan						Postretirement Plan
	Fiscal years						Fiscal years						Fiscal years
(in thousands)	2017			2016			2017			2016			2017			2016
Projected benefit obligations:
Beginning of year	$	683,493		$	612,762		$	118,484		$	111,157		$	8,600		$	9,121
Service cost	—			—			—			—			1			3
Interest cost	19,479			21,716			3,134			3,569			219			285
Actuarial (gain) loss	(56,329		)	72,786			(3,270		)	8,862			(1,006		)	(193		)
Benefits paid, net	(25,743		)	(23,771		)	(5,609		)	(5,104		)	(898		)	(616		)
End of year	$	620,900		$	683,493		$	112,739		$	118,484		$	6,916		$	8,600

Cost of Benefits.  The components of the expenses (income) we incurred under our Pension Plan, SERP Plan and Postretirement Plan are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Pension Plan:
Interest cost	$	19,479		$	21,716		$	25,527
Expected return on plan assets	(21,323		)	(23,229		)	(24,935		)
Net amortization of losses	2,653			—			—
Pension Plan expense (income)	$	809		$	(1,513	)	$	592
SERP Plan:
Interest cost	$	3,134		$	3,569		$	4,505
Net amortization of losses	93			—			—
SERP Plan expense	$	3,227		$	3,569		$	4,505
Postretirement Plan:
Service cost	$	1		$	3		$	11
Interest cost	219			285			451
Net amortization of gains	(585		)	(582		)	(372		)
Postretirement Plan expense (income)	$	(365	)	$	(294	)	$	90

For purposes of determining pension expense, the expected return on plan assets is calculated using the market related value of plan assets.  The market related value of plan assets does not immediately recognize realized gains and losses.  Rather, these effects of realized gains and losses are deferred initially and amortized over three years in the determination of the market related value of plan assets.  At July 29, 2017, the market related value of plan assets exceeded the fair value by $12.4 million.

Actuarial Loss (Gain). Our projected benefit obligation is adjusted at the end of each fiscal year based upon updated assumptions as to discount rates (as further described below), differences between the actual and expected earnings on our Pension Plan assets, mortality assumptions and other factors. In fiscal year 2017, we decreased our obligations for our employee benefit plans for actuarial gains of $60.6 million ($36.8 million net of taxes) primarily as a result of increases in applicable discount rates and updates to our mortality assumptions.

Expected Benefit Payments. A summary of expected benefit payments related to our Pension Plan, SERP Plan and Postretirement Plan is as follows:

	Pension		SERP		Postretirement
(in thousands)	Plan		Plan		Plan
Fiscal year 2018	$	28,299	$	7,271	$	532
Fiscal year 2019	29,578		7,070		490
Fiscal year 2020	30,708		7,193		439
Fiscal year 2021	31,856		7,297		448
Fiscal year 2022	32,958		7,350		427
Fiscal years 2023-2027	177,469		35,680		2,034

Pension Plan Assets and Investment Valuations. Changes in the assets held by our Pension Plan in fiscal years 2017 and 2016 are as follows:

	Fiscal years
(in thousands)	2017			2016
Fair value of assets at beginning of year	$	383,817		$	394,150
Actual return on assets	11,389			13,438
Benefits paid	(25,743		)	(23,771		)
Contributions	10,700			—
Fair value of assets at end of year	$	380,163		$	383,817

The Pension Plan’s investments are stated at fair value or estimated fair value, as more fully described below.  Purchases and sales of securities are recorded on the trade date.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.

Assets held by our Pension Plan are invested in accordance with the provisions of our approved investment policy.  The Pension Plan’s strategic asset allocation was structured to reduce volatility through diversification and enhance return to approximate the amounts and timing of the expected benefit payments.  The asset allocation for our Pension Plan at the end of fiscal years 2017 and 2016 and the target allocation for fiscal year 2018, by asset category, are as follows:

	Pension Plan
			Allocation at		Allocation at
	Target Allocation		July 31, 2017		July 31, 2016
Equity securities	60	%	60	%	59	%
Fixed income securities	40	%	40	%	41	%
Total	100	%	100	%	100	%

Pension Plan investments in mutual funds and U.S. government securities are classified as Level 1 investments within the fair value hierarchy. Investments in mutual funds and U.S. government securities are valued at fair value based on quoted market prices at year-end.

Pension Plan investments in corporate debt securities and certain other investments are classified as Level 2 investments within the fair value hierarchy.  Other Level 2 investments are valued using updated quotes from market makers or broker-dealers recognized as market participants, information from market sources integrating relative credit information, observed market movements and sector news, all of which are applied to pricing applications and models.

Pension Plan investments in common/collective trusts, hedge funds and limited partnership interests are not classified within the fair value hierarchy.  Investments in common/collective trusts are valued based on net asset values on the last business day of the Pension Plan's year end as determined by the sponsors of such trusts and can be redeemed daily.  Hedge funds are valued at estimated fair value based on net asset value as determined by the respective fund manager based on the valuation of the underlying securities.  Limited partnership interests in venture capital investments are valued at estimated fair value based on net asset value as determined by the respective fund investment manager.  The hedge funds and limited partnerships allocate gains, losses and expenses to the Pension Plan as described in the agreements.

Hedge funds and limited partnership interests are redeemable at net asset value to the extent provided in the documentation governing the investments.  Redemption of these investments may be subject to restrictions including lock-up periods where no redemptions are allowed, restrictions on redemption frequency and advance notice periods for redemptions.  As of July 29, 2017, certain of these investments were subject to restrictions on redemption frequency, ranging from daily to every three years and certain of these investments are subject to advance notice requirements, ranging from three-day notification to 180-day notification.

Investment securities, in general, are exposed to various risks such as interest rate, credit and overall market volatility.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.  The valuation methods previously described above may produce a fair value calculation that may not be indicative of net realized value or reflective of future fair values.

The following tables set forth by level, within the fair value hierarchy, the Pension Plan’s assets at fair value as of July 29, 2017 and July 30, 2016.

	July 29, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Corporate debt securities	$	—	$	102,013	$	—	$	102,013
Mutual funds	22,096		—		—		22,096
U.S. government securities	26,041		—		—		26,041
Other	—		2,679		—		2,679
	$	48,137	$	104,692	$	—
Investments measured at net asset value:
Common/collective trusts							66,156
Hedge funds							157,486
Limited partnership interests							3,692
Total investments at fair value							$	380,163

	July 30, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Corporate debt securities	$	—	$	96,389	$	—	$	96,389
Mutual funds	22,987		—		—		22,987
U.S. government securities	28,894		—		—		28,894
Other	—		7,442		—		7,442
	$	51,881	$	103,831	$	—
Investments measured at net asset value:
Common/collective trusts							59,071
Hedge funds							165,003
Limited partnership interests							4,031
Total investments at fair value							$	383,817

Funding Policy and Status.  Our policy is to fund the Pension Plan at or above the minimum level required by law.  In fiscal year 2017, we were required to contribute $10.7 million to the Pension Plan. In fiscal year 2016, we were not required to make contributions to the Pension Plan.  As of July 29, 2017, we believe we will be required to contribute $25.1 million to the Pension Plan in fiscal year 2018.

Assumptions.  Significant assumptions related to the calculation of our obligations pursuant to our employee benefit plans include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by our Pension Plan and the health care cost trend rate for the Postretirement Plan.  We review these assumptions annually based upon currently available information.  The assumptions we utilized in calculating the projected benefit obligations and periodic expense of our Pension Plan, SERP Plan and Postretirement Plan are as follows:

	July 31, 2017		July 31, 2016		July 31, 2015
Pension Plan:
Discount rate	3.80	%	3.44	%	4.30	%
Expected long-term rate of return on plan assets	5.50	%	5.50	%	6.00	%
SERP Plan:
Discount rate	3.69	%	3.30	%	4.15	%
Postretirement Plan:
Discount rate	3.71	%	3.33	%	4.15	%
Initial health care cost trend rate	8.50	%	7.50	%	7.50	%
Ultimate health care cost trend rate	5.00	%	5.00	%	5.00	%

Discount Rate.  The assumed discount rate utilized is based on a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. The discount rate is utilized principally in calculating the present values of our benefit obligations and related expenses.

Expected Long-Term Rate of Return on Plan Assets.  The assumed expected long-term rate of return on assets is the weighted average rate of earnings, net of investment and administrative expenses, expected on the funds invested or to be invested by the Pension Plan to provide for the plan’s obligations.  At July 29, 2017, the expected long-term rate of return on plan assets was 5.50%.  We estimate the expected average long-term rate of return on assets based on historical returns, our future asset performance expectations using currently available market and other data and the advice of our outside actuaries and advisors.  To the extent the actual rate of return on assets realized over the course of a year is greater than the assumed rate, that year’s annual pension expense is not affected.  Rather, this gain reduces future pension expense over a period of approximately 22 years.  To the extent the actual rate of return on assets is less than the assumed rate, that year’s annual pension expense is likewise not affected.  Rather, this loss increases pension expense over approximately 22 years.

Health Care Cost Trend Rate.  The assumed health care cost trend rate represents our estimate of the annual rates of change in the costs of the health care benefits currently provided by the Postretirement Plan.  The health care cost trend rate implicitly considers estimates of health care inflation, changes in health care utilization and delivery patterns, technological advances and changes in the health status of the plan participants.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jul. 29, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Leases.  We lease certain property and equipment under various operating leases.  The leases provide for fixed monthly rentals and/or contingent rentals based upon sales in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs.  Generally, the leases have primary terms ranging from five to 99 years and include renewal options ranging from three to 80 years.

Rent expense and related occupancy costs under operating leases is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Minimum rent	$	81,700		$	81,300		$	73,700
Contingent rent	20,400			21,900			27,700
Other occupancy costs	18,200			18,300			16,500
Amortization of deferred real estate credits	(4,200		)	(2,100		)	(800		)
Total rent expense	$	116,100		$	119,400		$	117,100

Future minimum rental commitments (excluding renewal options) under non-cancelable leases for the next five fiscal years and thereafter are as follows (in thousands):

2018	$	86,500
2019	83,900
2020	76,000
2021	71,300
2022	68,300
Thereafter	1,668,800

Employment and Consumer Class Actions Litigation.  In 2007, Bernadette Tanguilig filed a lawsuit in the Superior Court of California for San Francisco County alleging wrongful termination and retaliation arising from her refusal to sign the Company’s mandatory arbitration agreement. Ms. Tanguilig later filed several amendments to her complaint adding claims under the California Labor Code Private Attorneys General Act ("PAGA") and class action allegations of wage and hour violations. She also added Juan Carlos Pinela as an additional plaintiff. In December 2013, the Company filed a motion to dismiss Ms. Tanguilig’s claims based on her failure to bring her claims to trial within five years as required by California law. In February 2014, the Company’s motion was granted and Ms. Tanguilig’s claims were dismissed. Ms. Tanguilig appealed. Briefing is complete, and a judicial panel has been assigned. The parties have requested oral argument, but no date has been set.

In October 2011, the court ordered Mr. Pinela (a co-plaintiff in the Tanguilig case) to arbitrate his claims in accordance with the mandatory arbitration agreement. Mr. Pinela filed a demand for arbitration seeking to arbitrate both his individual and class claims, which the Company argued was in violation of the class action waiver in the arbitration agreement. This led to further proceedings in the trial court, a stay of the arbitration, and a decision by the trial court to reconsider and vacate its order compelling arbitration, which the Company appealed. In June 2015, the appellate court upheld the trial court’s denial of the Company’s motion to compel arbitration of Mr. Pinela’s claims. The Company’s petition for rehearing by the appellate court and petition for review by the California Supreme Court were denied, and the case was returned to the trial court. On December 10, 2015, the trial court issued a stay of the case pending the conclusion of the Tanguilig appeal, which remains in effect.

We recorded our currently estimable liabilities with respect to Ms. Tanguilig's employment class action litigation claims in fiscal year 2014, which amount was not material to our financial condition or results of operations. We will continue to evaluate the Tanguilig matter, and our recorded reserve for such matter, based on subsequent events, new information and future circumstances.

The National Labor Relations Board ("NLRB") has been pursuing a complaint alleging that the Mandatory Arbitration Agreement’s class action prohibition violates employees’ rights to engage in concerted activity. The administrative law judge issued a recommended decision and order finding that the Company's Arbitration Agreement and class action waiver violated the National Labor Relations Act, which were affirmed by the NLRB in August 2015. On August 12, 2015, we filed our petition for review of the NLRB's order with the U.S. Court of Appeals for the Fifth Circuit. This case is stayed while another similar case is pending before the U.S. Supreme Court.

On August 7, 2014, a putative class action complaint was filed against The Neiman Marcus Group LLC in Los Angeles County Superior Court by a customer, Linda Rubenstein, in connection with the Company's Last Call stores in California. Ms. Rubenstein alleges that the Company has violated various California consumer protection statutes by implementing a marketing and pricing strategy that suggests that clothing sold at Last Call stores in California was originally offered for sale at full-line Neiman Marcus stores when allegedly, it was not, and that the Company lacks adequate information to support its comparative pricing labels. In September 2014, we removed the case to the U.S. District Court for the Central District of California. After dismissing Ms. Rubenstein’s original and first amended complaint, the court dismissed her second amended complaint in its entirety in May 2015, without leave to amend, and Ms. Rubenstein appealed. In April 2017, the Court of Appeal reversed, holding that Ms. Rubenstein’s allegations were sufficient to proceed past the pleadings stage of litigation. The case has been transferred back to the district court and has a trial date of July 24, 2018. On September 7, 2017, the district court issued an order permitting Ms. Rubenstein to file a proposed Third Amended Complaint, which modifies the putative class period. Additionally, Ms. Rubenstein filed a motion for class certification, which is currently set for hearing on December 18, 2017.

The Company has several wage and hour putative class action matters pending in California. The earliest, filed in December 2015 and amended in February 2016, was filed against The Neiman Marcus Group, Inc. by Holly Attia and seven other named plaintiffs, seeking to certify a class of nonexempt employees for alleged violations for failure to pay overtime wages, failure to provide meal and rest breaks, failure to reimburse business expenses, failure to timely pay wages due at termination and failure to provide accurate itemized wage statements. Plaintiffs also allege derivative claims for restitution under California unfair competition law and a representative claim for penalties under PAGA, and all related damages for alleged violations (restitution, statutory penalties under PAGA, and attorneys' fees, interest and costs of suit). The case was removed to the U.S. District Court for the Central District of California in March 2016, and the Company filed a motion to compel arbitration and requested to stay the PAGA claim. In June 2016, the court granted the motion and compelled arbitration of the individual claims. The court retained jurisdiction of the PAGA claim and stayed that claim pending the outcome of arbitration. In October 2016, the court granted the plaintiffs' motion for reconsideration of the arbitration decision based on a recent decision by the Ninth Circuit Court of Appeals in Morris v. Ernst & Young, LLP, and reversed its order compelling arbitration. The Company appealed. The U.S. Supreme Court granted certiorari of the Morris decision, and the Ninth Circuit appeal is currently stayed pending the Supreme Court's decision. In June 2017, the district court stayed the entire case pending the Supreme Court’s decision in Morris.

On June 1, 2016, a PAGA representative action was filed against The Neiman Marcus Group, Inc. in the same court as Attia by Xuan Hien Nguyen pleading only PAGA claims and asserting the same factual allegations as the plaintiffs in Attia. The Company filed a motion to dismiss or to stay the case. In September 2016, the court granted the Company's motion and stayed the Nguyen case in light of Attia. At a status conference on September 5, 2017, the court maintained the stay and set a further status conference for November 8, 2017.

On July 28, 2016, former employee Milca Connolly also filed a representative action alleging only PAGA claims against The Neiman Marcus Group raising substantially identical claims to those raised in both Attia and Nguyen. The Company filed a motion to dismiss or stay the case in light of Attia and Nguyen. In November 2016, the court granted the Company's motion to stay the case. At a status conference on September 5, 2017, the court maintained the stay and set a further status conference for November 8, 2017.

On September 27, 2016, a dormant Illinois putative class action lawsuit, Catherine Ohle v. Neiman Marcus Group, originally filed in the Circuit Court of Cook County, was revived by an Illinois appeals court when it reversed a June 2014 trial court's order granting summary judgment to the Company and dismissing the matter in its entirety. In Ohle, the plaintiff alleged that the Company’s prior practice of conducting pre-employment credit checks of sales associates and considering credit history as a factor in its hiring decisions violated the Illinois Employee Credit Privacy Act. The appellate court reversed, holding that no exemption applied. The Company appealed the decision to the Illinois Supreme Court, and review was denied on January 25, 2017. The case was returned to the trial court for further proceedings. On September 19, 2017, the court granted final approval of a class settlement.

In addition, we are currently involved in various other legal actions and proceedings that arose in the ordinary course of business. With respect to the matters described above as well as all other current outstanding litigation involving us, we believe that any liability arising as a result of such litigation will not have a material adverse effect on our financial condition, results of operations or cash flows.

Cyber-Attack Class Actions Litigation. In January 2014, three class actions relating to a cyber-attack on our computer systems in 2013 (the "Cyber-Attack") were filed and later voluntarily dismissed by the plaintiffs between February and April 2014. The plaintiffs had alleged negligence and other claims in connection with their purchases by payment cards and sought monetary and injunctive relief. Three additional putative class actions relating to the Cyber-Attack were filed in March and April 2014, also alleging negligence and other claims in connection with plaintiffs’ purchases by payment cards. Two of the cases were voluntarily dismissed. The third case, Hilary Remijas v. The Neiman Marcus Group, LLC, was filed on March 12, 2014 in the U.S. District Court for the Northern District of Illinois. On June 2, 2014, an amended complaint in the Remijas case was filed, which added three plaintiffs (Debbie Farnoush and Joanne Kao, California residents; and Melissa Frank, a New York resident) and asserted claims for negligence, implied contract, unjust enrichment, violation of various consumer protection statutes, invasion of privacy and violation of state data breach laws. The Company moved to dismiss the Remijas amended complaint, and the court granted the Company's motion on the grounds that the plaintiffs lacked standing due to their failure to demonstrate an actionable injury. Plaintiffs appealed the district court's order dismissing the case to the Seventh Circuit Court of Appeals, and the Seventh Circuit Court of Appeals reversed the district court's ruling, remanding the case back to the district court. The Company filed a petition for rehearing en banc, which the Seventh Circuit Court of Appeals denied. The Company filed a motion for dismissal on other grounds, which the court denied. The parties jointly requested, and the court granted, an extension of time for filing a responsive pleading, which was due on December 28, 2016. On February 9, 2017, the court denied the parties' request for another extension of time, dismissed the case without prejudice, and stated that plaintiffs could file a motion to reinstate. On March 8, 2017, plaintiffs filed a motion to reinstate, which the court granted on March 16, 2017. On March 17, 2017, plaintiffs filed a motion seeking preliminary approval of a class action settlement resolving this action, which the court granted on June 21, 2017. The court set for October 26, 2017 as the date for a fairness hearing and consideration of final approval of the class action settlement. In September 2017, purported settlement class members filed two objections asking the court to deny final approval of the proposed settlement. The plaintiffs’ and the Company’s responses to the objections are due on October 19, 2017.

In addition to class actions litigation, payment card companies and associations may require us to reimburse them for unauthorized card charges and costs to replace cards and may also impose fines or penalties in connection with the security incident, and enforcement authorities may also impose fines or other remedies against us. We have also incurred other costs associated with this security incident, including legal fees, investigative fees, costs of communications with customers and credit monitoring services provided to our customers. At this point, we are unable to predict the developments in, outcome of, and economic and other consequences of pending or future litigation or regulatory investigations related to, and other costs associated with, this matter. We will continue to evaluate these matters based on subsequent events, new information and future circumstances.

Other.  We had $1.8 million of irrevocable letters of credit and $3.4 million in surety bonds outstanding at July 29, 2017, relating primarily to merchandise imports and state sales tax and utility requirements.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

12 Months Ended

Jul. 29, 2017

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Accumulated Other Comprehensive Loss

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in accumulated other comprehensive loss by component (amounts are recorded net of related income taxes):

(in thousands)	Foreign Currency Translation Adjustments			Unrealized Gains (Losses) on Financial Instruments			Unfunded Benefit Obligations			Total
Balance, July 30, 2016	$	(19,168	)	$	(9,326	)	$	(87,347	)	$	(115,841	)
Other comprehensive earnings	7,568			8,698			32,122			48,388
Amounts reclassified from accumulated other comprehensive loss	—			4,022			—			4,022
Balance, July 29, 2017	$	(11,600	)	$	3,394		$	(55,225	)	$	(63,431	)

The amounts reclassified from accumulated other comprehensive loss are recorded within interest expense on the Consolidated Statements of Operations.

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STOCK-BASED AWARDS

12 Months Ended

Jul. 29, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Awards

STOCK-BASED AWARDS

Incentive Plans.  Parent established various incentive plans pursuant to which eligible employees, consultants and non-employee directors are eligible to receive stock-based awards.  Under the incentive plans, Parent is authorized to grant stock options, restricted stock and other types of awards that are valued in whole or in part by reference to, or are payable or otherwise based on, the shares of common stock of Parent. Charges with respect to options issued by Parent pursuant to the incentive plans are reflected by the Company in the preparation of our Consolidated Financial Statements.

Co-Invest Options.  In connection with the Acquisition, certain executive officers of the Company rolled over a portion of the amounts otherwise payable in settlement of their pre-Acquisition stock options into stock options of Parent representing options to purchase a total of 56,979 shares of common stock of Parent (the "Co-Invest Options"). 

The number of Co-Invest Options issued upon conversion of pre-Acquisition stock options was equal to the product of (a) the number of shares subject to the applicable pre-Acquisition stock options multiplied by (b) the ratio of the per share merger consideration over the fair market value of a share of Parent, which was approximately 3.1x (the "Exchange Ratio").  The exercise price of each pre-Acquisition stock option was adjusted by dividing the original exercise price of the pre-Acquisition stock option by the Exchange Ratio.  Following the conversion, the exercise prices of the Co-Invest Options range from $180 to $644 per share.  As of the date of the Acquisition, the aggregate intrinsic value of the Co-Invest Options equaled the aggregate intrinsic value of the rolled over pre-Acquisition stock options. The Co-Invest Options are fully vested and are exercisable at any time prior to the applicable expiration dates related to the original grant of the pre-Acquisition options. The Co-Invest Options contain sale and repurchase provisions.

On September 8, 2017, the Compensation Committee approved grants of non-qualified Co-Invest Options (the “New Co-Invest Options”) to certain continuing employees who previously held Co-Invest Options. The New Co-Invest Options have the effect of replacing the previous Co-Invest Options held by those employees, which were cancelled, and extending the expiration date to the tenth anniversary of the grant date. All other terms of the New Co-Invest Options remain unchanged from the terms of the cancelled Co-Invest Options.

Non-Qualified Stock Options.  Pursuant to the terms of the incentive plans, Parent granted time-vested and performance-vested non-qualified stock options to certain executive officers, employees and non-employee directors of the Company.  These non-qualified stock options will expire no later than the tenth anniversary of the grant date. 

Accounting for Stock Options. Prior to an initial public offering ("IPO"), in the event the optionee ceases to be an employee of the Company, Parent generally has the right to repurchase shares issued upon exercise of vested stock options at fair market value and shares underlying vested unexercised stock options for the difference between the fair market value of the underlying share on the date of such optionee's termination of employment and the exercise price. However, other than with respect to the Co-Invest Options, if the optionee voluntarily leaves the Company without good reason (as defined in the incentive plans) or is terminated for cause, the repurchase price is the lesser of the exercise price of such options or the fair value of such awards at the employee termination date. For certain optionees, in the event of the retirement of the optionee, the repurchase price is the fair value at the retirement date. Parent's repurchase rights expire upon completion of an IPO, including with respect to the Co-Invest Options.

We currently account for stock options issued to certain optionees who will become retirement eligible prior to the expiration of their stock options ("Retirement Eligible Optionees") as variable awards using the liability method as these optionees could receive a cash settlement of their awards at the time of retirement should Parent exercise its repurchase rights with respect to such shares. Under the liability method, we recognize the estimated liability for option awards held by Retirement Eligible Optionees over the vesting periods of such awards. In periods in which the estimated fair value of our equity increases, we increase our stock compensation liability. Conversely, in periods in which the estimated fair value of our equity decreases, we reduce our stock compensation liability. These increases/decreases are recorded as stock compensation expense and are included in selling, general and administrative expenses. With respect to time-vested options held by non-Retirement Eligible Optionees, such options are effectively forfeited should the optionee voluntarily leave the Company without good reason or be terminated for cause prior to an IPO. As a result, we currently record no expense or liability with respect to such options. With respect to performance-vested options, such options are effectively forfeited should the optionee voluntarily leave the Company without good reason or be terminated for cause prior to achievement of the performance condition. As a result, we currently record no expense or liability with respect to such options.

A summary of our liabilities for our variable stock option awards is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016
Balance at beginning of fiscal year	$	5,500		$	15,873
Stock option expense (benefit)	(2,337		)	(10,373		)
Reclassifications to equity	(2,995		)	—
Balance at end of fiscal year	$	168		$	5,500

Outstanding Stock Options.  A summary of stock option activity is as follows:

	Fiscal year ended July 29, 2017
	Shares		Weighted Average Exercise Price		Weighted Average Remaining  Contractual Life (years)
Outstanding at July 30, 2016	217,597		$	881
Granted	9,971		1,000
Exercised	(609	)	180
Forfeited	(30,543	)	1,004
Outstanding at July 29, 2017	196,416		$	854	5.1
Options exercisable at end of fiscal year	95,131		$	692	3.4

Grant Date Fair Value of Stock Options.  At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock.  Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Parent Board or the Compensation Committee, as applicable, at the time option grants are awarded (Level 3 determination of fair value).  In determining the fair market value of Parent's common stock, the Parent Board or the Compensation Committee, as applicable, considers such factors as any recent transactions involving Parent's common stock, the Company’s actual and projected financial results, the principal amount of the Company’s indebtedness, valuations of the Company performed by third parties and other factors it believes are material to the valuation process.

We use the Black-Scholes option-pricing model to determine the fair value of our options as of the date of grant. We used the following assumptions to estimate the fair value for stock options at the grant date:

	Fiscal year ended
	July 29, 2017			July 30, 2016			August 1, 2015
Weighted average exercise price	$	1,000		$	1,205		$	1,166
Weighted term in years	5			5			5
Weighted average volatility	31.43		%	29.43		%	30.20		%
Risk-free interest rate	1.27% - 1.88%			1.33		%	1.55% - 1.63%
Dividend yield	—			—			—
Weighted average fair value	$	149		$	341		$	343

Expected volatility is based on estimates of implied volatility of our peer group.

In September 2016, the Compensation Committee determined that the exercise prices of certain time-vested and performance-vested stock options were higher than the current fair market value of Parent's common stock. In order to enhance the retentive value of these options, the Compensation Committee approved (1) a repricing of 18,225 time-vested and performance-vested stock options to an exercise price of $1,000 per share and (2) modifications to the performance metrics applicable to all performance-vested stock options.

Restricted Stock. On October 27, 2016, Parent approved grants of 26,954 restricted shares of common stock of Parent to certain executive officers and management employees. Subject to continued employment, shares of restricted stock will vest over three or four years in equal increments on each anniversary of December 1, 2016. Each year beginning in calendar 2017, subject to certain limitations, each recipient will have the ability to require Parent to acquire his or her vested shares (the "put right") during the 14-day period following the release of the Company's earnings in respect of its first fiscal quarter (such period, the "put period") for a purchase price equal to the fair market value of Parent's common stock at the beginning of the put period. Except as described below with respect to our Chief Executive Officer, a recipient will forfeit all unvested shares of restricted stock and may not exercise the put right with respect to any vested shares following the termination of his or her employment for any reason. Following a voluntary departure without good reason or a termination for cause, we have the right to repurchase any vested shares of restricted stock at par value ($0.001 per share).

If our Chief Executive Officer's employment is terminated by Parent without cause, by her for good reason (as defined in her employment agreement) or by reason of the non-renewal of her employment agreement, (i) prior to a change in control of Parent, all unvested shares of restricted stock that would have vested in the 12-month period following the date of such termination of employment will accelerate and vest, and (ii) following a change in control but before an IPO, all unvested shares of restricted stock will accelerate and vest. Upon such termination, our Chief Executive Officer will have the ability to exercise the put right with respect to vested shares in the first put period following termination of employment.

At July 29, 2017, the recorded liability with respect to unvested restricted shares was $1.2 million at July 29, 2017.

Outstanding Restricted Shares.  A summary of restricted share activity is as follows:

	Fiscal year ended July 29, 2017
	Shares		Weighted Average Grant-Date Fair Value
Outstanding at July 30, 2016	—		$	—
Granted	26,954		768
Forfeited	(5,599	)	768
Outstanding at July 29, 2017	21,355		$	768

Stock Compensation Expense (Benefit). The following table summarizes our stock-based compensation expense (benefit):

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Stock compensation expense (benefit):
Stock options	$	(2,337	)	$	(10,373	)	$	83
Restricted stock	1,177			—			—
Total	$	(1,160	)	$	(10,373	)	$	83

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REVENUES

12 Months Ended

Jul. 29, 2017

Segment Reporting [Abstract]

Revenues

REVENUES

The following table represents our revenues by merchandise category as a percentage of revenues:

	Fiscal year ended
	July 29, 2017		July 30, 2016		August 1, 2015
Women’s Apparel	32	%	32	%	32	%
Women’s Shoes, Handbags and Accessories	29		28		28
Men’s Apparel and Shoes	12		12		12
Cosmetics and Fragrances	12		11		11
Designer and Precious Jewelry	9		10		10
Home Furnishings and Decor	5		5		5
Other	1		2		2
	100	%	100	%	100	%

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OTHER EXPENSES

12 Months Ended

Jul. 29, 2017

Other Income and Expenses [Abstract]

Other Expenses

OTHER EXPENSES

Other expenses consists of the following components:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30, 2016			August 1, 2015
Expenses incurred in connection with strategic initiatives	$	21,347	$	24,318		$	11,644
MyTheresa acquisition costs	3,286		4,443			19,414
Expenses related to Cyber-Attack, net of insurance recoveries	1,500		1,032			4,078
Net gain from facility closure	—		(5,577		)	—
Other expenses	3,597		2,911			4,338
Total	$	29,730	$	27,127		$	39,474

We incurred professional fees and other costs aggregating $21.3 million in fiscal year 2017, $24.3 million in fiscal year 2016 and $11.6 million in fiscal year 2015 in connection with review of our resources and organizational processes ("Organizing for Growth"), implementation of our integrated merchandising and distribution system ("NMG One") and the evaluation of potential strategic alternatives. In connection with Organizing for Growth, we eliminated approximately 315 positions in fiscal year 2017 and approximately 500 positions in fiscal year 2016 across our stores, divisions and facilities. We incurred severance costs of $7.2 million in fiscal year 2017 and $10.2 million in fiscal year 2016.

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. Acquisition costs consisted primarily of professional fees as well as adjustments of our earn-out obligations to estimated fair value at each reporting date. The final earn-out obligation was paid in March 2017.

We discovered in January 2014 that malicious software was clandestinely installed on our computer systems. In fiscal years 2017, 2016 and 2015, we incurred investigative, legal and other expenses in connection with the Cyber-Attack. We expect to incur ongoing costs related to the Cyber-Attack for the foreseeable future. Such expenses are not currently estimable but could be material to our future results of operations.

In the third quarter of fiscal year 2016, we recorded a $5.6 million net gain related to the closure and relocation of our regional service center in New York.

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CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes)

12 Months Ended

Jul. 29, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 8.  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.

	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	—		125,853		9,956		1,896			(587		)	137,118
Total current assets	—		1,105,155		161,798		112,484			(587		)	1,378,850
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	—		23,705		1,690		—			—			25,395
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

	July 30, 2016
(in thousands)	Company		NMG		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	936	$	21,116	$	—		$	61,843
Credit card receivables	—		35,165		—		3,648		—			38,813
Merchandise inventories	—		917,138		145,518		62,669		—			1,125,325
Other current assets	—		94,498		15,082		1,256		(2,771		)	108,065
Total current assets	—		1,086,592		161,536		88,689		(2,771		)	1,334,046
Property and equipment, net	—		1,440,968		144,186		2,967		—			1,588,121
Intangible assets, net	—		566,084		2,605,413		73,005		—			3,244,502
Goodwill	—		1,412,146		537,263		123,409		—			2,072,818
Other long-term assets	—		15,153		2,248		—		—			17,401
Intercompany notes receivable	—		—		196,686		—		(196,686		)	—
Investments in subsidiaries	943,131		3,541,121		—		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	37,082	$	23,607	$	—		$	317,736
Accrued liabilities	—		373,108		70,488		51,821		(2,771		)	492,646
Current portion of long-term debt	—		29,426		—		—		—			29,426
Total current liabilities	—		659,581		107,570		75,428		(2,771		)	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—		—			4,584,281
Intercompany notes payable	—		—		—		196,686		(196,686		)	—
Deferred income taxes	—		1,285,829		—		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—		—			592,875
Total long-term liabilities	—		6,459,352		3,633		207,650		(196,686		)	6,473,949
Total member equity	943,131		943,131		3,536,129		4,992		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888

	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	—			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, 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	—			22,283			—			4,844			—			27,127
Impairment charges	—			466,155			—			—			—			466,155
Operating earnings (loss)	—			(316,325		)	51,889			2,781			—			(261,655		)
Interest expense, net	—			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 August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	844,459		$	122,674		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			542,474			85,237			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			148,270			38,546			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			—			(52,769		)
Depreciation expense	—			163,737			21,133			680			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			50,933			4,162			—			137,280
Other expenses	—			31,881			—			7,593			—			39,474
Operating earnings (loss)	—			244,559			86,984			(13,544		)	—			317,999
Interest expense, net	—			287,941			(165		)	2,147			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			235,827			(15,691		)	(236,981		)	28,076
Income tax expense (benefit)	—			15,023			—			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	—			(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	235,827		$	(30,681	)	$	(203,182	)	$	(18,850	)

	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 Asset-Based Revolving Credit Facility	—			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 Asset-Based Revolving Credit Facility	—			555,000			—			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	—			39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	—			12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	230			2,010			—			(11,131		)
Beginning balance	—			53,162			706			19,106			—			72,974
Ending balance	$	—		$	39,791		$	936		$	21,116		$	—		$	61,843

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			72,066			4,842			—			347,390
Deferred income taxes	—			(62,143		)	—			(7,593		)	—			(69,736		)
Other	—			(5,265		)	1,821			21,156			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(140,710		)	48,240			—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			20,326			52,850			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(20,988		)	(1,194		)	—			(270,468		)
Acquisition of MyTheresa	—			—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(20,988		)	(182,921		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	—			150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	—			150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	(662		)	19,002			—			(123,502		)
Beginning balance	—			195,004			1,368			104			—			196,476
Ending balance	$	—		$	53,162		$	706		$	19,106		$	—		$	72,974

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 29, 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 as of July 30, 2016 and as of August 1, 2015 was substantially the same as the financial information presented for “Non-Guarantor Subsidiaries” for such periods included in the tables above in this Note 17. The difference in net earnings of the unrestricted subsidiaries for the fiscal year ended July 29, 2017 compared to the net earnings of the non-guarantor subsidiaries for such periods, as presented in the tables above in this Note 17, 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)	July 29, 2017
Total assets	$	415,974
Net assets	137,661

	Fiscal year ended
(in thousands)	July 29, 2017
Revenues	$	265,608
Net earnings	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.  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 17 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.

	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	—		125,853		11,852		(587		)	137,118
Total current assets	—		1,105,155		274,282		(587		)	1,378,850
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	—		23,705		1,690		—			25,395
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

	July 30, 2016
(in thousands)	Company		NMG		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	22,052	$	—		$	61,843
Credit card receivables	—		35,165		3,648		—			38,813
Merchandise inventories	—		917,138		208,187		—			1,125,325
Other current assets	—		94,498		13,567		—			108,065
Total current assets	—		1,086,592		247,454		—			1,334,046
Property and equipment, net	—		1,440,968		147,153		—			1,588,121
Intangible assets, net	—		566,084		2,678,418		—			3,244,502
Goodwill	—		1,412,146		660,672		—			2,072,818
Other long-term assets	—		15,153		2,248		—			17,401
Investments in subsidiaries	943,131		3,541,121		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	60,689	$	—		$	317,736
Accrued liabilities	—		373,108		119,538		—			492,646
Current portion of long-term debt	—		29,426		—		—			29,426
Total current liabilities	—		659,581		180,227		—			839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—			4,584,281
Deferred income taxes	—		1,285,829		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—			592,875
Total long-term liabilities	—		6,459,352		14,597		—			6,473,949
Total member equity	943,131		943,131		3,541,121		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888

	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	—			28,015			1,715			—			29,730
Impairment charges	—			510,736			—			—			510,736
Operating earnings (loss)	—			(491,984		)	38,763			—			(453,221		)
Interest expense, 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	—			22,283			4,844			—			27,127
Impairment charges	—			466,155			—			—			466,155
Operating earnings (loss)	—			(316,325		)	54,670			—			(261,655		)
Interest expense, 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 August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	967,133		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			627,711			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			186,816			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			(52,769		)
Depreciation expense	—			163,737			21,813			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			55,095			—			137,280
Other expenses	—			31,881			7,593			—			39,474
Operating earnings (loss)	—			244,559			73,440			—			317,999
Interest expense, net	—			287,941			1,982			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			220,136			(236,981		)	28,076
Income tax expense (benefit)	—			15,023			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	205,146		$	(203,182	)	$	(18,850	)

	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 Asset-Based Revolving Credit Facility	—			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 Asset-Based Revolving Credit Facility	—			555,000			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	2,240			—			(11,131		)
Beginning balance	—			53,162			19,812			—			72,974
Ending balance	$	—		$	39,791		$	22,052		$	—		$	61,843

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			76,908			—			347,390
Deferred income taxes	—			(62,143		)	(7,593		)	—			(69,736		)
Other	—			(5,265		)	22,977			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(92,470		)	—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			73,176			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(22,182		)	—			(270,468		)
Acquisition of MyTheresa	—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(203,909		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	18,340			—			(123,502		)
Beginning balance	—			195,004			1,472			—			196,476
Ending balance	$	—		$	53,162		$	19,812		$	—		$	72,974

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures)

12 Months Ended

Jul. 29, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Financial Information (with respect to NMG's obligations under the 2028 Debentures)

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 8.  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.

	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	—		125,853		9,956		1,896			(587		)	137,118
Total current assets	—		1,105,155		161,798		112,484			(587		)	1,378,850
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	—		23,705		1,690		—			—			25,395
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

	July 30, 2016
(in thousands)	Company		NMG		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	936	$	21,116	$	—		$	61,843
Credit card receivables	—		35,165		—		3,648		—			38,813
Merchandise inventories	—		917,138		145,518		62,669		—			1,125,325
Other current assets	—		94,498		15,082		1,256		(2,771		)	108,065
Total current assets	—		1,086,592		161,536		88,689		(2,771		)	1,334,046
Property and equipment, net	—		1,440,968		144,186		2,967		—			1,588,121
Intangible assets, net	—		566,084		2,605,413		73,005		—			3,244,502
Goodwill	—		1,412,146		537,263		123,409		—			2,072,818
Other long-term assets	—		15,153		2,248		—		—			17,401
Intercompany notes receivable	—		—		196,686		—		(196,686		)	—
Investments in subsidiaries	943,131		3,541,121		—		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	37,082	$	23,607	$	—		$	317,736
Accrued liabilities	—		373,108		70,488		51,821		(2,771		)	492,646
Current portion of long-term debt	—		29,426		—		—		—			29,426
Total current liabilities	—		659,581		107,570		75,428		(2,771		)	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—		—			4,584,281
Intercompany notes payable	—		—		—		196,686		(196,686		)	—
Deferred income taxes	—		1,285,829		—		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—		—			592,875
Total long-term liabilities	—		6,459,352		3,633		207,650		(196,686		)	6,473,949
Total member equity	943,131		943,131		3,536,129		4,992		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888

	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	—			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, 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	—			22,283			—			4,844			—			27,127
Impairment charges	—			466,155			—			—			—			466,155
Operating earnings (loss)	—			(316,325		)	51,889			2,781			—			(261,655		)
Interest expense, net	—			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 August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	844,459		$	122,674		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			542,474			85,237			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			148,270			38,546			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			—			(52,769		)
Depreciation expense	—			163,737			21,133			680			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			50,933			4,162			—			137,280
Other expenses	—			31,881			—			7,593			—			39,474
Operating earnings (loss)	—			244,559			86,984			(13,544		)	—			317,999
Interest expense, net	—			287,941			(165		)	2,147			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			235,827			(15,691		)	(236,981		)	28,076
Income tax expense (benefit)	—			15,023			—			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	—			(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	235,827		$	(30,681	)	$	(203,182	)	$	(18,850	)

	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 Asset-Based Revolving Credit Facility	—			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 Asset-Based Revolving Credit Facility	—			555,000			—			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	—			39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	—			12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	230			2,010			—			(11,131		)
Beginning balance	—			53,162			706			19,106			—			72,974
Ending balance	$	—		$	39,791		$	936		$	21,116		$	—		$	61,843

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			72,066			4,842			—			347,390
Deferred income taxes	—			(62,143		)	—			(7,593		)	—			(69,736		)
Other	—			(5,265		)	1,821			21,156			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(140,710		)	48,240			—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			20,326			52,850			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(20,988		)	(1,194		)	—			(270,468		)
Acquisition of MyTheresa	—			—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(20,988		)	(182,921		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	—			150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	—			150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	(662		)	19,002			—			(123,502		)
Beginning balance	—			195,004			1,368			104			—			196,476
Ending balance	$	—		$	53,162		$	706		$	19,106		$	—		$	72,974

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 29, 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 as of July 30, 2016 and as of August 1, 2015 was substantially the same as the financial information presented for “Non-Guarantor Subsidiaries” for such periods included in the tables above in this Note 17. The difference in net earnings of the unrestricted subsidiaries for the fiscal year ended July 29, 2017 compared to the net earnings of the non-guarantor subsidiaries for such periods, as presented in the tables above in this Note 17, 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)	July 29, 2017
Total assets	$	415,974
Net assets	137,661

	Fiscal year ended
(in thousands)	July 29, 2017
Revenues	$	265,608
Net earnings	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.  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 17 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.

	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	—		125,853		11,852		(587		)	137,118
Total current assets	—		1,105,155		274,282		(587		)	1,378,850
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	—		23,705		1,690		—			25,395
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

	July 30, 2016
(in thousands)	Company		NMG		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	22,052	$	—		$	61,843
Credit card receivables	—		35,165		3,648		—			38,813
Merchandise inventories	—		917,138		208,187		—			1,125,325
Other current assets	—		94,498		13,567		—			108,065
Total current assets	—		1,086,592		247,454		—			1,334,046
Property and equipment, net	—		1,440,968		147,153		—			1,588,121
Intangible assets, net	—		566,084		2,678,418		—			3,244,502
Goodwill	—		1,412,146		660,672		—			2,072,818
Other long-term assets	—		15,153		2,248		—			17,401
Investments in subsidiaries	943,131		3,541,121		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	60,689	$	—		$	317,736
Accrued liabilities	—		373,108		119,538		—			492,646
Current portion of long-term debt	—		29,426		—		—			29,426
Total current liabilities	—		659,581		180,227		—			839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—			4,584,281
Deferred income taxes	—		1,285,829		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—			592,875
Total long-term liabilities	—		6,459,352		14,597		—			6,473,949
Total member equity	943,131		943,131		3,541,121		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888

	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	—			28,015			1,715			—			29,730
Impairment charges	—			510,736			—			—			510,736
Operating earnings (loss)	—			(491,984		)	38,763			—			(453,221		)
Interest expense, 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	—			22,283			4,844			—			27,127
Impairment charges	—			466,155			—			—			466,155
Operating earnings (loss)	—			(316,325		)	54,670			—			(261,655		)
Interest expense, 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 August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	967,133		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			627,711			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			186,816			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			(52,769		)
Depreciation expense	—			163,737			21,813			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			55,095			—			137,280
Other expenses	—			31,881			7,593			—			39,474
Operating earnings (loss)	—			244,559			73,440			—			317,999
Interest expense, net	—			287,941			1,982			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			220,136			(236,981		)	28,076
Income tax expense (benefit)	—			15,023			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	205,146		$	(203,182	)	$	(18,850	)

	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 Asset-Based Revolving Credit Facility	—			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 Asset-Based Revolving Credit Facility	—			555,000			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	2,240			—			(11,131		)
Beginning balance	—			53,162			19,812			—			72,974
Ending balance	$	—		$	39,791		$	22,052		$	—		$	61,843

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			76,908			—			347,390
Deferred income taxes	—			(62,143		)	(7,593		)	—			(69,736		)
Other	—			(5,265		)	22,977			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(92,470		)	—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			73,176			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(22,182		)	—			(270,468		)
Acquisition of MyTheresa	—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(203,909		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	18,340			—			(123,502		)
Beginning balance	—			195,004			1,472			—			196,476
Ending balance	$	—		$	53,162		$	19,812		$	—		$	72,974

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Jul. 29, 2017

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information (Unaudited)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	Fiscal year 2017
(in millions)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Revenues	$	1,079.1		$	1,395.6		$	1,111.4		$	1,119.9		$	4,706.0
Gross profit (1)	379.2			413.1			380.9			312.8			1,486.0
Net loss (2)	(23.5		)	(117.1		)	(24.9		)	(366.3		)	(531.8		)

	Fiscal year 2016
	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			Total
Revenues	$	1,164.9		$	1,487.0	$	1,169.3	$	1,128.3		$	4,949.5
Gross profit (1)	428.8			460.7		425.8		311.7			1,627.0
Net earnings (loss) (2)	(10.5		)	7.9		3.8		(407.3		)	(406.1		)

(1) Gross profit includes revenues less cost of goods sold including buying and occupancy costs (excluding depreciation).

(2) For fiscal years 2017 and 2016, net earnings (loss) includes pretax impairment charges to writedown the net carrying value of certain tradenames, goodwill and long-lived assets to fair value, which were as follows:

	Fiscal year 2017						Fiscal year 2016
(in thousands)	Second Quarter		Fourth Quarter		Total		Fourth Quarter		Total
Tradenames	$	150.1	$	159.6	$	309.7	$	228.9	$	228.9
Goodwill	—		196.2		196.2		199.2		199.2
Long-lived assets	3.7		1.2		4.8		38.1		38.1
Total	$	153.8	$	357.0	$	510.7	$	466.2	$	466.2

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SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

12 Months Ended

Jul. 29, 2017

Valuation and Qualifying Accounts [Abstract]

Schedule II Valuation and Qualifying Accounts and Reserves

NEIMAN MARCUS GROUP LTD LLC

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(in thousands)

Three years ended July 29, 2017

Column A	Column B		Column C				Column D				Column E
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions				Balance at End of Period
Reserve for estimated sales returns
Year ended July 29, 2017	$	45,336	$	944,682	$	—	$	(943,012	)	(B)	$	47,006
Year ended July 30, 2016	$	44,046	$	977,811	$	—	$	(976,521	)	(B)	$	45,336
Year ended August 1, 2015	$	38,869	$	953,238	$	—	$	(948,061	)	(B)	$	44,046
Reserves for self-insurance (A)
Year ended July 29, 2017	$	36,197	$	69,095	$	—	$	(68,747	)	(C)	$	36,545
Year ended July 30, 2016	$	37,943	$	75,821	$	—	$	(77,567	)	(C)	$	36,197
Year ended August 1, 2015	$	38,732	$	76,306	$	—	$	(77,095	)	(C)	$	37,943

(A) Reserves for self-insurance relate to our medical, dental, worker's compensation and general liability plans.

(B) Gross margin on actual sales returns, net of commissions.

(C) Claims and expenses paid, net of employee contributions.

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Subsequent Events

12 Months Ended

Jul. 29, 2017

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

In September 2017, the Compensation Committee determined that the exercise prices of certain time-vested non-qualified stock options were higher than the current fair market value of Parent's common stock. Additionally, the Compensation Committee determined that the remaining contractual life of certain Co-Invest Options was not sufficient to adequately incentivize the option holders. On September 8, 2017, the Compensation Committee approved modifications to certain of these stock-based awards in order to enhance the retentive value of these options. [TO BE CONFORMED TO CD&A ONCE UPDATED THERE]

During fiscal year 2017, we began a process to assess our Last Call footprint and closed four of our Last Call stores. On September 12, 2017, we announced that we will be closing ten additional Last Call stores in fiscal year 2018 in order to optimize our Last Call store portfolio. In connection with the store closings, we expect to incur charges primarily related to lease termination obligation expenses, severance and transition costs as the store closings are executed in fiscal year 2018. These store closings will eliminate approximately 240 positions. We will continue to evaluate our off-price business and optimize the operations of Last Call in the future.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jul. 29, 2017

Accounting Policies [Abstract]

Basis of Presentation

BASIS OF PRESENTATION

Neiman Marcus Group LTD LLC (the "Company") is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, Last Call and MyTheresa brand names.  References to “we,” “our” and “us” are used to refer to the Company or collectively to the Company and its subsidiaries, as appropriate to the context.

The Company is a subsidiary of Mariposa Intermediate Holdings LLC ("Holdings"), which in turn is a subsidiary of Neiman Marcus Group, Inc., a Delaware corporation ("Parent"). Parent is owned by entities affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board (together, the "Sponsors") and certain co-investors. The Sponsors acquired the Company on October 25, 2013 (the "Acquisition"). The Company’s operations are conducted through its direct wholly owned subsidiary, The Neiman Marcus Group LLC ("NMG").

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website.

The accompanying Consolidated Financial Statements set forth financial information of the Company and its subsidiaries on a consolidated basis.  All significant intercompany accounts and transactions have been eliminated. 

Our fiscal year ends on the Saturday closest to July 31.  Like many other retailers, we follow a 4-5-4 reporting calendar, which means that each fiscal quarter consists of thirteen weeks divided into periods of four weeks, five weeks and four weeks. All references to (i) fiscal year 2017 relate to the fifty-two weeks ended July 29, 2017, (ii) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016 and (iii) fiscal year 2015 relate to the fifty-two weeks ended August 1, 2015.

Estimates and Critical Accounting Policies

ESTIMATES AND CRITICAL ACCOUNTING POLICIES

We are required to make estimates and assumptions about future events in preparing our financial statements in conformity with generally accepted accounting principles ("GAAP"). These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the accompanying Consolidated Financial Statements.

While we believe that our past estimates and assumptions have been materially accurate, the amounts currently estimated are subject to change if different assumptions as to the outcome of future events were made. We evaluate our estimates and assumptions on an ongoing basis and predicate those estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. We make adjustments to our estimates and assumptions when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements.

Purchase Accounting

Purchase Accounting.  We account for acquisitions in accordance with the provisions of Accounting Standards Codification ("ASC") Topic 805, Business Combinations, whereby the purchase price paid to effect the acquisitions was allocated to state the acquired assets and liabilities at fair value.  The Acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 2, 2013, the end of our first quarter of fiscal year 2014.  The MyTheresa acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 1, 2014, the end of our first quarter of fiscal year 2015. In connection with the allocations of the purchase price, we made estimates of the fair values of our long-lived and intangible assets based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases, valuation results from independent valuation specialists, which resulted in increases in the carrying value of our property and equipment and inventory, the revaluation of intangible assets for our tradenames, customer lists and favorable lease commitments, the revaluation of our long-term benefit plan obligations and, with respect to the MyTheresa acquisition, the recording of our contingent earn-out obligation at estimated fair value, among other things.

Fair Value Measurements

Fair Value Measurements.Certain of our assets and liabilities are required to be measured at fair value on a recurring basis. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.  Assets and liabilities are classified using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

• Level 1 — Unadjusted quoted prices for identical instruments traded in active markets.

• Level 2 — Observable market-based inputs or unobservable inputs corroborated by market data.

• Level 3 — Unobservable inputs reflecting management’s estimates and assumptions.

Cash and Cash Equivalents

Cash and Cash Equivalents.  Cash and cash equivalents primarily consist of cash on hand in our stores, deposits with banks and overnight investments with banks and financial institutions. Cash equivalents are stated at cost, which approximates fair value. Our cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis.

Merchandise Inventories and Cost of Goods Sold

Merchandise Inventories and Cost of Goods Sold.  We utilize the retail inventory method of accounting.  Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are determined by applying a calculated cost-to-retail ratio, for various groupings of similar items, to the retail value of our inventories.  The cost of the inventory reflected in the Consolidated Financial Statements is decreased by charges to cost of goods sold at average cost and the retail value of the inventory is lowered through the use of markdowns.  Earnings are negatively impacted when merchandise is marked down.  As we adjust the retail value of our inventories through the use of markdowns to reflect market conditions, our merchandise inventories are stated at the lower of cost or market.

The areas requiring significant management judgment related to the valuation of our inventories include (i) setting the original retail value for the merchandise held for sale, (ii) recognizing merchandise for which the customer’s perception of value has declined and appropriately marking the retail value of the merchandise down to the perceived value and (iii) estimating the shrinkage that has occurred between physical inventory counts. These judgments and estimates, coupled with the averaging processes within the retail method, can, under certain circumstances, produce varying financial results. Factors that can lead to different financial results include (i) determination of original retail values for merchandise held for sale, (ii) identification of declines in perceived value of inventories and processing the appropriate retail value markdowns and (iii) overly optimistic or conservative estimation of shrinkage. In prior years, we have not made material changes to our estimates of shrinkage or markdown requirements on inventories held as of the end of our fiscal years.

Consistent with industry business practice, we receive allowances from certain of our vendors in support of the merchandise we purchase for resale. Certain allowances are received to reimburse us for markdowns taken or to support the gross margins that we earn in connection with the sales of the vendor’s merchandise. These allowances result in an increase to gross margin when we earn the allowances and they are approved by the vendor. Other allowances we receive represent reductions to the amounts we pay to acquire the merchandise. These allowances reduce the cost of the acquired merchandise and are recognized at the time the goods are sold. The amounts of vendor allowances we receive fluctuate based partially on the level of markdowns taken and did not have a significant impact on the year-over-year change in gross margin during fiscal years 2017, 2016 or 2015. We received vendor allowances of $83.6 million, or 1.8% of revenues, in fiscal year 2017, $100.8 million, or 2.0% of revenues, in fiscal year 2016 and $94.8 million, or 1.9% of revenues, in fiscal year 2015.

We obtain certain merchandise, primarily precious jewelry, on a consignment basis to expand our product assortment. Consignment merchandise held by us with a cost basis of $393.1 million at July 29, 2017 and $416.5 million at July 30, 2016 is not reflected in our Consolidated Balance Sheets.

Cost of goods sold also includes delivery charges we pay to third party carriers and other costs related to the fulfillment of customer orders not delivered at the point-of-sale.

Long-lived Assets

Long-lived Assets.  Property and equipment are stated at cost less accumulated depreciation. In connection with the Acquisition, the cost basis of the acquired property and equipment was adjusted to its estimated fair value. For financial reporting purposes, we compute depreciation principally using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over five to 30 years while fixtures and equipment are depreciated over three to 15 years. Leasehold improvements are amortized over the shorter of the asset life or the lease term (which may include renewal periods when exercise of the renewal option is at our discretion and exercise of the renewal option is considered reasonably assured). Costs incurred for the development of internal computer software are capitalized and amortized using the straight-line method over three to ten years.

We assess the recoverability of the carrying values of our store assets, consisting of property and equipment, customer lists and favorable lease commitments, annually and upon the occurrence of certain events. The recoverability assessment with respect to our long-lived assets is performed at the store level. This assessment is based upon the comparison of the undiscounted cash flows anticipated to be generated from the store to the net carrying value of the store assets. To the extent the undiscounted store-level cash flows are not sufficient to recover the net carrying value of the store assets, the assets are impaired and written down to their estimated fair value based upon discounted future cash flows. Based upon the review of our store-level assets, we identified certain property and equipment, other definite-lived intangible assets and favorable lease commitments to be impaired by $4.8 million in fiscal year 2017 and $38.1 million in fiscal year 2016.

The recoverability assessment related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. We base these estimates upon our past and expected future performance. We believe our estimates are appropriate in light of current and future market conditions and the best information available at the assessment date. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections.

Intangible Assets Subject to Amortization

Intangible Assets Subject to Amortization. Favorable lease commitments are amortized straight-line over the remaining lives of the leases, ranging from four to 55 years (weighted average life of 30 years) from the Acquisition date. Our definite-lived intangible assets, which primarily consist of customer lists, are amortized using accelerated methods which reflect the pattern in which we receive the economic benefit of the asset, currently estimated at six to 16 years (weighted average life of 13 years) from the respective acquisition dates.

Indefinite-lived Intangible Assets and Goodwill

Indefinite-lived Intangible Assets and Goodwill.  Indefinite-lived intangible assets, such as our Neiman Marcus, Bergdorf Goodman and MyTheresa tradenames and goodwill, are not subject to amortization. Rather, we assess the recoverability of indefinite-lived intangible assets and goodwill in the fourth quarter of each fiscal year and upon the occurrence of certain events.

The recoverability assessment with respect to each of the tradenames used in our operations requires us to estimate the fair value of the asset as of the assessment date.  Such determination is made using discounted cash flow techniques (Level 3 determination of fair value).  Significant inputs to the valuation model include:

• future revenue and profitability projections associated with the tradename;

• estimated market royalty rates that could be derived from the licensing of our tradenames to third parties in order to establish the cash flows accruing to the benefit of the Company as a result of our ownership of our tradenames; and

• rate used to discount the estimated royalty cash flow projections to their present value (or estimated fair value).

If the recorded carrying value of the tradename exceeds its estimated fair value, an impairment charge is recorded to write the tradename down to its estimated fair value. Based upon the review of our tradenames in fiscal years 2017 and 2016, we determined certain of our tradenames were impaired and recorded impairment charges aggregating $309.7 million in fiscal year 2017 and $228.9 million in fiscal year 2016.

 Pursuant to current accounting guidance related to the testing of goodwill for impairment adopted in the fourth quarter of fiscal year 2017, the assessment of the recoverability of the goodwill associated with our Neiman Marcus, Bergdorf Goodman and MyTheresa reporting units involves the comparison of the estimated enterprise fair value of each of our reporting units to its recorded carrying value.  We estimate the enterprise fair value based on discounted cash flow techniques (Level 3 determination of fair value).  Significant inputs to the valuation model include:

• estimated future cash flows;

• growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates; and

• rate, based on our estimated weighted average cost of capital, used to discount our estimated future cash flow projections to their present value (or estimated fair value).

If the recorded carrying value of a reporting unit exceeds its estimated enterprise fair value, an impairment charge is recorded to goodwill for the amount by which the carrying amount exceeds the reporting unit's fair value. Based upon the review of our recorded goodwill balances, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $196.2 million in fiscal year 2017.

Prior to the adoption of the new accounting guidance, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process. Based on this process, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $199.2 million in fiscal year 2016.

The impairment testing process related to our indefinite-lived intangible assets is subject to inherent uncertainties and subjectivity.  The use of different assumptions, estimates or judgments with respect to the estimation of the projected future cash flows and the determination of the discount rate used to reduce such projected future cash flows to their net present value could materially increase or decrease any related impairment charge.  We believe our estimates are appropriate based upon current and future market conditions and the best information available at the assessment date.  However, future impairment charges could be required if we do not achieve our current cash flow, revenue and profitability projections, market royalty rates decrease or the weighted average cost of capital increases.

Leases

Leases.  We lease a significant portion of our retail stores and office facilities. Stores we own are often subject to ground leases.  The terms of our real estate leases, including renewal options, range from ten to 130 years.  Most leases provide for fixed monthly minimum rentals or contingent rentals based upon sales in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs.  For leases that contain predetermined, fixed calculations of minimum rentals, we recognize rent expense on a straight-line basis over the lease term.  We recognize contingent rent expenses when it is probable that the sales thresholds will be reached during the year.

 We typically receive cash allowances from developers related to the construction of our stores.  We record these allowances as deferred real estate credits, which we recognize as a reduction of rent expense on a straight-line basis over the lease term beginning with the date we take possession of the leased asset.  We received construction allowances aggregating $37.4 million in fiscal year 2017, $38.3 million in fiscal year 2016 and $34.7 million in fiscal year 2015.

In some cases, a developer will construct a retail store to our requirements pursuant to a lease agreement between the developer and the Company. Typically, the lease agreement provides for the construction and financing of the store shell by the developer and our subsequent construction and financing of the interior finish-out of the store. Since we are involved in the construction of the leased store in these types of arrangements, we must consider the nature and extent of our involvement during the construction period which, in some cases, may result in us being deemed the accounting owner of the construction project. In such cases, ASC Topic 840, Leases, ("ASC Topic 840") requires that we record an asset for the developer's construction costs related to the store shell (included in construction in progress) and recognize an offsetting deferred financing obligation. Upon completion of the project, we perform a sale-leaseback analysis to determine if these assets and the related financing obligation can be derecognized from our Consolidated Balance Sheets. Capitalized costs incurred by a developer aggregated $96.9 million at July 29, 2017 and $46.1 million at July 30, 2016 related to a retail store under construction.

Benefit Plans

Benefit Plans.  We sponsor a defined benefit pension plan ("Pension Plan"), an unfunded supplemental executive retirement plan ("SERP Plan") which provides certain employees additional pension benefits and a postretirement plan providing eligible employees limited postretirement health care benefits ("Postretirement Plan"). In calculating our obligations and related expense, we make various assumptions and estimates, after consulting with outside actuaries and advisors.  The annual determination of expense involves calculating the estimated total benefits ultimately payable to plan participants.  We utilize a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. The Pension Plan, SERP Plan and Postretirement Plan are valued as of the end of each fiscal year. As of the third quarter of fiscal year 2010, benefits offered to all employees under our Pension Plan and SERP Plan were frozen.

 Significant assumptions related to the calculation of our obligations include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by the Pension Plan and the health care cost trend rate for the Postretirement Plan, as more fully described in Note 11.  We review these assumptions annually based upon currently available information, including information provided by our actuaries.

Our obligations related to our employee benefit plans are included in other long-term liabilities.

Self-insurance and Other Employee Benefit Reserves

Self-insurance and Other Employee Benefit Reserves.  We use estimates in the determination of the required accruals for general liability, workers’ compensation and health insurance.  We base these estimates upon an examination of historical trends, industry claims experience and independent actuarial estimates.  Although we do not expect that we will ultimately pay claims significantly different from our estimates, self-insurance reserves could be affected if future claims experience differs significantly from our historical trends and assumptions.

Derivative Financial Instruments

Derivative Financial Instruments.  We enter into derivative financial instruments, primarily interest rate swap and cap agreements, to hedge the variability of our cash flows related to a portion of our floating rate indebtedness.  The derivative financial instruments are recorded at estimated fair value at each balance sheet date and included in assets or liabilities in our Consolidated Balance Sheets.

Revenues

Revenues.  Revenues include sales of merchandise and services and delivery and processing revenues related to merchandise sold. Revenues are recognized at the later of the point of sale or the delivery of goods to the customer. Revenues associated with gift cards are recognized at the time of redemption by the customer. Revenues exclude sales taxes collected from our customers.

Delivery and processing revenues were $58.7 million in fiscal year 2017, $50.6 million in fiscal year 2016 and $50.1 million in fiscal year 2015.

Revenues are reduced when customers return goods previously purchased. We maintain reserves for anticipated sales returns primarily based on our historical trends related to returns by our customers. Our reserves for anticipated sales returns were $47.0 million at July 29, 2017 and $45.3 million at July 30, 2016.

Buying and Occupancy Costs

Buying and Occupancy Costs.  Our buying costs consist primarily of salaries and expenses incurred by our merchandising and buying operations. Occupancy costs primarily include rent, property taxes and operating costs of our retail, distribution and support facilities and exclude depreciation expense.

Selling, General and Administrative Expenses (Excluding Depreciation)

Selling, General and Administrative Expenses (Excluding Depreciation).  Selling, general and administrative expenses consist principally of costs related to employee compensation and benefits in the selling and administrative support areas and advertising and marketing costs.

We receive allowances from certain merchandise vendors in connection with compensation programs for employees who sell the vendors’ merchandise. These allowances are netted against the related compensation expenses that we incur. Amounts received from vendors related to compensation programs were $62.4 million, or 1.3% of revenues, in fiscal year 2017, $70.3 million, or 1.4% of revenues, in fiscal year 2016 and $76.4 million, or 1.5% of revenues, in fiscal year 2015.

Consistent with industry practice, we receive advertising allowances from certain of our merchandise vendors. Substantially all the advertising allowances we receive represent reimbursements of direct, specific and incremental costs that we incur to promote the vendor’s merchandise in connection with our various advertising programs, primarily catalogs and other print media and digital media.  Advertising allowances fluctuate based on the level of advertising expenses incurred and are recorded as a reduction of our advertising costs when earned.  Advertising allowances were approximately $50.1 million, or 1.1% of revenues, in fiscal year 2017, $54.8 million, or 1.1% of revenues, in fiscal year 2016 and $55.0 million, or 1.1% of revenues, in fiscal year 2015.

We incur costs to advertise and promote the merchandise assortment offered through our store and online operations.  We expense advertising costs for print media costs and promotional materials mailed to our customers at the time of mailing to the customer.  We amortize the costs of print catalogs during the periods we expect to generate revenues from such catalogs, generally three months. We expense the costs incurred to produce the photographic content on our websites, as well as website design and web marketing costs, as incurred. 

Stock Compensation

Stock Compensation.  At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock.  Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Board of Directors of Parent (the "Parent Board") or the Compensation Committee, as applicable, at the time option grants are awarded.  The estimate of the fair market value of Parent's common stock utilizes both discounted cash flow techniques and the review of market data and involves assumptions regarding a number of complex and subjective variables. Significant inputs to the common stock valuation model include:

• future revenue, cash flow and/or profitability projections;

• growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates;

• rates, based on our estimated weighted average cost of capital, used to discount the estimated cash flow projections to their present value (or estimated fair value);

• recent transactions and valuation multiples for publicly held companies deemed similar to Parent;

• economic conditions and other factors deemed material to the valuation process; and

• valuations of Parent performed by third parties.

Income from Credit Card Program

Income from Credit Card Program.  We maintain a proprietary credit card program through which credit is extended to customers and have a related marketing and servicing alliance with affiliates of Capital One Financial Corporation ("Capital One").  Pursuant to our agreement with Capital One (the "Program Agreement"), Capital One currently offers credit cards and non-card payment plans under both the "Neiman Marcus" and "Bergdorf Goodman" brand names. Effective July 1, 2013, we amended and extended the Program Agreement to July 2020 (renewable thereafter for three-year terms), subject to early termination provisions.

We receive payments from Capital One based on sales transacted on our proprietary credit cards.  These payments are based on the profitability of the credit card portfolio as determined under the Program Agreement and are impacted by a number of factors including credit losses incurred and our allocable share of the profits generated by the credit card portfolio, which in turn may be impacted by credit ratings as determined by various rating agencies.  In addition, we receive payments from Capital One for marketing and servicing activities we provide to Capital One. We recognize income from our credit card program when earned.

Gift Cards

Gift Cards.  The gift cards sold to our customers have no stated expiration dates and, in some cases, are subject to actual and/or potential escheatment rights in various of the jurisdictions in which we operate. 

Loyalty Programs

Loyalty Program.  We maintain a customer loyalty program in which customers earn points for qualifying purchases.  Upon reaching specified levels, points are redeemed for awards, primarily gift cards.  The estimates of the costs associated with the loyalty program require us to make assumptions related to customer purchasing levels and redemption rates.  At the time the qualifying sales giving rise to the loyalty program points are made, we defer the portion of the revenues on the qualifying sales transactions equal to the estimated retail value of the gift cards to be redeemed upon conversion of the earned points to gift cards.  We record the deferral of revenues related to gift card awards under our loyalty program as a reduction of revenues.

Income Taxes

Income Taxes.   We use the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  We are routinely under audit by federal, state or local authorities in the area of income taxes.  We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after consideration of all relevant facts, circumstances and available information.  If we believe it is more likely than not that our position will be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized.

Foreign Currency

Foreign Currency. We translate the assets and liabilities denominated in a foreign currency into U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated into U.S. dollars using weighted average exchange rates during the year. We record these translation adjustments as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets.

Segments

Segments. We conduct our specialty retail store and online operations on an omni-channel basis. As our store and online operations have similar economic characteristics, products, services and customers, our operations constitute a single omni-channel reportable segment.

Newly Adopted and Recent Accounting Pronouncements

Newly Adopted Accounting Pronouncements.  In April 2015, the Financial Accounting Standards Board (the "FASB") issued guidance related to the accounting for cloud computing arrangements. Under this guidance, if a cloud computing arrangement includes a software license, the software license element should be accounted for in a manner consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. We adopted this guidance in the first quarter of fiscal year 2017 on a prospective basis. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.

In January 2017, the FASB issued guidance to simplify how an entity is required to test goodwill for impairment. The new standard allows (i) entities to perform annual, or interim, goodwill impairment testing by comparing the reporting unit's fair value with its carrying amount and (ii) recognize impairment charges for the amount by which the carrying amount exceeds the reporting unit’s fair value. Pursuant to prior guidance, a goodwill impairment loss was determined by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill, an entity had to perform procedures to determine the fair value of its assets and liabilities at the impairment testing date consistent with procedures that are required in determining the fair value of assets acquired and liabilities assumed in a business combination. We adopted this guidance in fiscal year 2017 on a prospective basis in connection with our assessment of the recoverability of the carrying values of our indefinite-lived intangible assets and goodwill. Prior to adopting this guidance, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process.

Recent Accounting Pronouncements.In March 2016, the FASB issued guidance to simplify how share-based payments are accounted for and presented in the financial statements, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard allows (i) entities to withhold an amount up to the employees' maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award and (ii) forfeitures to be either estimated, as required currently, or recognized when they occur. This new guidance is effective for us as of the first quarter of fiscal year 2018.

In May 2014, the FASB issued guidance to clarify the principles for revenue recognition. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes previous revenue recognition guidance. While our evaluation of the impact of adopting this standard is ongoing, we believe the new guidance will impact our accounting for sales returns, our loyalty program and certain promotional programs. This new guidance is effective for us no earlier than the first quarter of fiscal year 2019.

In May 2017, the FASB issued guidance to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard requires modification accounting only if changes in the terms or conditions results in changes of the fair value, the vesting conditions or the classification of the award as an equity instrument or a liability. This new guidance is effective for us as of the first quarter of fiscal year 2019.

In February 2016, the FASB issued guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. Previous GAAP did not require lease assets and liabilities to be recognized for most leases. Additionally, companies are permitted to make an accounting policy election not to recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the remaining contractual lease payments. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change under this new guidance. This new guidance is effective for us as of the first quarter of fiscal year 2020.

In August 2017, the FASB issued guidance to simplify how hedge accounting arrangements are accounted for and presented in the financial statements, including the assessment of hedge effectiveness. Under the new standard, all changes in the value of the hedging instrument included in the assessment of effectiveness will be recorded in other comprehensive income and reclassified to earnings in the same income statement line item when the hedged item affects earnings. This new guidance is effective for us as of the first quarter of fiscal year 2020.

With respect to each of the recent accounting pronouncements described above, we are currently evaluating which application methods to adopt and the impact of adopting these new accounting standards on our Consolidated Financial Statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jul. 29, 2017

Accounting Policies [Abstract]

Total estimated amortization of all acquisition-related intangible assets for the next five fiscal years

Total amortization of all intangible assets recorded in connection with acquisitions for the next five fiscal years is currently estimated as follows (in thousands):

2018	$	97,960
2019	94,943
2020	88,247
2021	82,321
2022	82,473

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Jul. 29, 2017

Fair Value Disclosures [Abstract]

Schedule of the Company's financial assets that are required to be measured at fair value on a recurring basis

The following table shows the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis in our Consolidated Balance Sheets:

(in thousands)	Fair Value Hierarchy	July 29, 2017		July 30, 2016
Assets:
Interest rate swaps (included in other long-term assets)	Level 2	$	3,628	$	—
Liabilities:
Interest rate swaps (included in other long-term liabilities)	Level 2	—		13,167
Contingent earn-out obligation (included in accrued liabilities)	Level 3	—		26,264
Stock-based award liability (included in other long-term liabilities)	Level 3	1,344		5,500

Schedule of fair value of long-term debt determined on a non-recurring basis

We determine the fair value of our long-term debt on a non-recurring basis, which results are summarized as follows:

		July 29, 2017				July 30, 2016
(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt:
Asset-Based Revolving Credit Facility	Level 2	$	263,000	$	263,000	$	165,000	$	165,000
Senior Secured Term Loan Facility	Level 2	2,839,633		2,113,766		2,869,059		2,705,896
Cash Pay Notes	Level 2	960,000		532,253		960,000		818,995
PIK Toggle Notes	Level 2	600,000		297,000		600,000		480,000
2028 Debentures	Level 2	122,677		87,490		122,463		120,325

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PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Jul. 29, 2017

Property, Plant and Equipment [Abstract]

Significant components of property and equipment, net

The significant components of our net property and equipment are as follows:

(in thousands)	July 29, 2017		July 30, 2016
Land, buildings and improvements	$	1,280,214	$	1,237,568
Fixtures and equipment	914,489		699,469
Construction in progress	145,108		201,903
	2,339,811		2,138,940
Less: accumulated depreciation	752,850		550,819
Property and equipment, net	$	1,586,961	$	1,588,121

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INTANGIBLE ASSETS, NET AND GOODWILL (Tables)

12 Months Ended

Jul. 29, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Significant components of intangible assets and goodwill, by reportable operating segments

The significant components of our intangible assets and goodwill are as follows:

(in thousands)	Favorable Lease Commitments			Other Definite-lived Intangible Assets			Tradenames			Goodwill
Balance at August 1, 2015	$	1,040,440		$	521,275		$	2,036,847		$	2,272,483
Amortization	(54,178		)	(57,011		)	—			—
Impairment of goodwill and intangible assets	(201		)	(12,433		)	(228,877		)	(199,218		)
Foreign currency translation adjustment	—			(109		)	(724		)	(447		)
Write-offs related to facility closures and other	(527		)	—			—			—
Balance at July 30, 2016	$	985,534		$	451,722		$	1,807,246		$	2,072,818
Amortization	(53,262		)	(50,769		)	—			—
Impairment of goodwill and intangible assets	(1,687		)	—			(309,744		)	(196,164		)
Foreign currency translation adjustment	—			128			2,248			4,240
Balance at July 29, 2017	$	930,585		$	401,081		$	1,499,750		$	1,880,894
Total accumulated amortization at July 29, 2017	$	200,438		$	299,451

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IMPAIRMENT CHARGES (Tables)

12 Months Ended

Jul. 29, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Asset Impairment Charges

Based upon our assessment of current economic conditions, our expectations of future business conditions and trends, our projected revenues, earnings, and cash flows as well as other market factors such as the weighted average cost of capital and valuation multiples, we determined that impairment charges were required to state certain of our intangible and long-lived assets to their estimated fair value as follows:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30, 2016
Tradenames	$	309,744	$	228,877
Goodwill	196,164		199,218
Property and equipment	3,141		25,426
Other definite-lived intangible assets	1,687		12,634
Total	$	510,736	$	466,155

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ACCRUED LIABILITIES (Tables)

12 Months Ended

Jul. 29, 2017

Payables and Accruals [Abstract]

Schedule of significant components of accrued liabilities

The significant components of accrued liabilities are as follows:

(in thousands)	July 29, 2017		July 30, 2016
Accrued salaries and related liabilities	$	64,293	$	66,009
Amounts due customers	140,330		132,805
Self-insurance reserves	36,545		36,197
Interest payable	31,935		59,781
Sales returns reserves	47,006		45,336
Sales taxes payable	28,811		26,688
Contingent earn-out obligation	—		26,264
Other	108,017		99,566
Total	$	456,937	$	492,646

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LONG-TERM DEBT (Tables)

12 Months Ended

Jul. 29, 2017

Debt Disclosure [Abstract]

Schedule of significant components of long-term debt

The significant components of our long-term debt are as follows:

(in thousands)	Interest Rate	July 29, 2017			July 30, 2016
Asset-Based Revolving Credit Facility	variable	$	263,000		$	165,000
Senior Secured Term Loan Facility	variable	2,839,633			2,869,059
mytheresa.com Credit Facilities	2.25%/2.39%	—			—
Cash Pay Notes	8.00%	960,000			960,000
PIK Toggle Notes	8.75%/9.50%	600,000			600,000
2028 Debentures	7.125%	122,677			122,463
Total debt		4,785,310			4,716,522
Less: current portion of Senior Secured Term Loan Facility		(29,426		)	(29,426		)
Less: unamortized debt issuance costs		(80,344		)	(102,815		)
Long-term debt, net of debt issuance costs		$	4,675,540		$	4,584,281

Schedule of annual maturities of long-term debt during the next five fiscal years and thereafter

At July 29, 2017, annual maturities of long-term debt during the next five fiscal years and thereafter are as follows (in millions):

2018	$	29.4
2019	29.4
2020	29.4
2021	3,014.4
2022	1,560.0
Thereafter	122.7

Schedule of significant components of interest expense

The significant components of interest expense are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Asset-Based Revolving Credit Facility	$	7,022		$	3,104		$	1,463
Senior Secured Term Loan Facility	130,129			124,775			125,558
mytheresa.com Credit Facilities	58			23			8
Cash Pay Notes	76,800			76,800			76,800
PIK Toggle Notes	53,810			52,500			52,500
2028 Debentures	8,906			8,906			8,906
Amortization of debt issue costs	24,510			24,572			24,560
Capitalized interest	(6,270		)	(7,298		)	(2,361		)
Other, net	703			2,214			2,489
Interest expense, net	$	295,668		$	285,596		$	289,923

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Jul. 29, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Derivatives

A summary of the recorded amounts related to our interest rate swaps and interest rate caps reflected in our Consolidated Statements of Operations is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30,  2016		August 1, 2015
Realized hedging losses related to interest rate swaps – included in net interest expense	$	5,191	$	—	$	—
Realized hedging losses related to interest rate caps – included in net interest expense	1,424		576		—
Total	$	6,615	$	576	$	—

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INCOME TAXES (Tables)

12 Months Ended

Jul. 29, 2017

Income Tax Disclosure [Abstract]

Schedule of significant components of income tax expense

The significant components of income tax expense (benefit) are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Current:
Federal	$	(38,337	)	$	(36,557	)	$	73,928
State	(8,567		)	(7,691		)	7,955
Foreign	926			5,948			980
	(45,978		)	(38,300		)	82,863
Deferred:
Federal	(148,359		)	(78,804		)	(60,780		)
State	(22,357		)	(18,189		)	(6,080		)
Foreign	(436		)	(5,848		)	(2,876		)
	(171,152		)	(102,841		)	(69,736		)
Income tax expense (benefit)	$	(217,130	)	$	(141,141	)	$	13,127

Schedule of income before income tax, domestic and foreign

The significant components of earnings (loss) before income taxes are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
United States	$	(752,705	)	$	(542,310	)	$	38,399
Foreign	3,816			(4,941		)	(10,323		)
Earnings (loss) before income taxes	$	(748,889	)	$	(547,251	)	$	28,076

Schedule of reconciliation of income tax expense to the amount calculated based on federal and state statutory rates

A reconciliation of income tax expense (benefit) to the amount calculated based on the federal and state statutory rates is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Income tax expense (benefit) at statutory rate	$	(262,111	)	$	(191,538	)	$	9,827
State income taxes, net of federal income tax benefit	(21,132		)	(15,480		)	1,235
Impact of non-deductible expenses, including goodwill impairment	64,875			64,372			3,330
Tax expense (benefit) related to tax settlements and other changes in tax liabilities	(2,022		)	(554		)	(555		)
Impact of foreign tax differential	51			377			(706		)
Unbenefitted losses of foreign subsidiary	703			1,444			—
Other	2,506			238			(4		)
Total	$	(217,130	)	$	(141,141	)	$	13,127
Effective tax rate	29.0		%	25.8		%	46.8		%

Schedule of significant components of net deferred income tax asset (liability)

Significant components of our net deferred income tax asset (liability) are as follows:

(in thousands)	July 29, 2017			July 30, 2016
Deferred income tax assets:
Accruals and reserves	$	34,727		$	31,628
Employee benefits	179,565			202,778
Other	72,882			36,406
Total deferred tax assets	$	287,174		$	270,812
Deferred income tax liabilities:
Inventory	$	(13,264	)	$	(10,125	)
Depreciation and amortization	(322,184		)	(285,563		)
Intangible assets	(1,083,459		)	(1,241,497		)
Other	(25,100		)	(30,420		)
Total deferred tax liabilities	(1,444,007		)	(1,567,605		)
Net deferred income tax liability	$	(1,156,833	)	$	(1,296,793	)

Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(in thousands)	July 29, 2017			July 30, 2016
Balance at beginning of fiscal year	$	3,661		$	1,854
Gross amount of decreases for prior year tax positions	(3,005		)	(1,290		)
Gross amount of increases for current year tax positions	1,533			3,097
Balance at end of fiscal year	$	2,189		$	3,661

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EMPLOYEE BENEFIT PLANS (Tables)

12 Months Ended

Jul. 29, 2017

Retirement Benefits [Abstract]

Schedule of obligations for employee benefit plans included in other long-term liabilities

Our obligations for employee benefit plans, included in other long-term liabilities, are as follows:

(in thousands)	July 29, 2017			July 30, 2016
Pension Plan:
Projected benefit obligation	$	620,900		$	683,493
Less: Plan assets	(380,163		)	(383,817		)
Pension Plan, net	240,737			299,676
SERP Plan	112,739			118,484
Postretirement Plan	6,916			8,600
	360,392			426,760
Less: current portion	(7,803		)	(7,345		)
Long-term portion of benefit obligations	$	352,589		$	419,415

Schedule of changes in obligations

Changes in our obligations pursuant to our Pension Plan, SERP Plan and Postretirement Plan during fiscal years 2017 and 2016 are as follows:

	Pension Plan						SERP Plan						Postretirement Plan
	Fiscal years						Fiscal years						Fiscal years
(in thousands)	2017			2016			2017			2016			2017			2016
Projected benefit obligations:
Beginning of year	$	683,493		$	612,762		$	118,484		$	111,157		$	8,600		$	9,121
Service cost	—			—			—			—			1			3
Interest cost	19,479			21,716			3,134			3,569			219			285
Actuarial (gain) loss	(56,329		)	72,786			(3,270		)	8,862			(1,006		)	(193		)
Benefits paid, net	(25,743		)	(23,771		)	(5,609		)	(5,104		)	(898		)	(616		)
End of year	$	620,900		$	683,493		$	112,739		$	118,484		$	6,916		$	8,600

Schedule of components of the expenses incurred

The components of the expenses (income) we incurred under our Pension Plan, SERP Plan and Postretirement Plan are as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Pension Plan:
Interest cost	$	19,479		$	21,716		$	25,527
Expected return on plan assets	(21,323		)	(23,229		)	(24,935		)
Net amortization of losses	2,653			—			—
Pension Plan expense (income)	$	809		$	(1,513	)	$	592
SERP Plan:
Interest cost	$	3,134		$	3,569		$	4,505
Net amortization of losses	93			—			—
SERP Plan expense	$	3,227		$	3,569		$	4,505
Postretirement Plan:
Service cost	$	1		$	3		$	11
Interest cost	219			285			451
Net amortization of gains	(585		)	(582		)	(372		)
Postretirement Plan expense (income)	$	(365	)	$	(294	)	$	90

Summary of expected benefit payments

A summary of expected benefit payments related to our Pension Plan, SERP Plan and Postretirement Plan is as follows:

	Pension		SERP		Postretirement
(in thousands)	Plan		Plan		Plan
Fiscal year 2018	$	28,299	$	7,271	$	532
Fiscal year 2019	29,578		7,070		490
Fiscal year 2020	30,708		7,193		439
Fiscal year 2021	31,856		7,297		448
Fiscal year 2022	32,958		7,350		427
Fiscal years 2023-2027	177,469		35,680		2,034

Schedule of changes in assets held

Changes in the assets held by our Pension Plan in fiscal years 2017 and 2016 are as follows:

	Fiscal years
(in thousands)	2017			2016
Fair value of assets at beginning of year	$	383,817		$	394,150
Actual return on assets	11,389			13,438
Benefits paid	(25,743		)	(23,771		)
Contributions	10,700			—
Fair value of assets at end of year	$	380,163		$	383,817

Schedule of asset allocation by asset category

The asset allocation for our Pension Plan at the end of fiscal years 2017 and 2016 and the target allocation for fiscal year 2018, by asset category, are as follows:

	Pension Plan
			Allocation at		Allocation at
	Target Allocation		July 31, 2017		July 31, 2016
Equity securities	60	%	60	%	59	%
Fixed income securities	40	%	40	%	41	%
Total	100	%	100	%	100	%

Schedule of fair value of plan assets by level within the fair value hierarchy

The following tables set forth by level, within the fair value hierarchy, the Pension Plan’s assets at fair value as of July 29, 2017 and July 30, 2016.

	July 29, 2017
(in thousands)	Level 1		Level 2		Level 3		Total
Corporate debt securities	$	—	$	102,013	$	—	$	102,013
Mutual funds	22,096		—		—		22,096
U.S. government securities	26,041		—		—		26,041
Other	—		2,679		—		2,679
	$	48,137	$	104,692	$	—
Investments measured at net asset value:
Common/collective trusts							66,156
Hedge funds							157,486
Limited partnership interests							3,692
Total investments at fair value							$	380,163

	July 30, 2016
(in thousands)	Level 1		Level 2		Level 3		Total
Corporate debt securities	$	—	$	96,389	$	—	$	96,389
Mutual funds	22,987		—		—		22,987
U.S. government securities	28,894		—		—		28,894
Other	—		7,442		—		7,442
	$	51,881	$	103,831	$	—
Investments measured at net asset value:
Common/collective trusts							59,071
Hedge funds							165,003
Limited partnership interests							4,031
Total investments at fair value							$	383,817

Schedule of assumptions utilized in calculating projected benefit obligations and periodic expense of the entity's Pension Plan, SERP Plan and Postretirement Plan

The assumptions we utilized in calculating the projected benefit obligations and periodic expense of our Pension Plan, SERP Plan and Postretirement Plan are as follows:

	July 31, 2017		July 31, 2016		July 31, 2015
Pension Plan:
Discount rate	3.80	%	3.44	%	4.30	%
Expected long-term rate of return on plan assets	5.50	%	5.50	%	6.00	%
SERP Plan:
Discount rate	3.69	%	3.30	%	4.15	%
Postretirement Plan:
Discount rate	3.71	%	3.33	%	4.15	%
Initial health care cost trend rate	8.50	%	7.50	%	7.50	%
Ultimate health care cost trend rate	5.00	%	5.00	%	5.00	%

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Jul. 29, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of rent expense and related occupancy costs under operating leases

Rent expense and related occupancy costs under operating leases is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Minimum rent	$	81,700		$	81,300		$	73,700
Contingent rent	20,400			21,900			27,700
Other occupancy costs	18,200			18,300			16,500
Amortization of deferred real estate credits	(4,200		)	(2,100		)	(800		)
Total rent expense	$	116,100		$	119,400		$	117,100

Schedule of Future Minimum Rental Payments for Operating Leases

Future minimum rental commitments (excluding renewal options) under non-cancelable leases for the next five fiscal years and thereafter are as follows (in thousands):

2018	$	86,500
2019	83,900
2020	76,000
2021	71,300
2022	68,300
Thereafter	1,668,800

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

12 Months Ended

Jul. 29, 2017

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Components of accumulated other comprehensive loss

The following table summarizes the changes in accumulated other comprehensive loss by component (amounts are recorded net of related income taxes):

(in thousands)	Foreign Currency Translation Adjustments			Unrealized Gains (Losses) on Financial Instruments			Unfunded Benefit Obligations			Total
Balance, July 30, 2016	$	(19,168	)	$	(9,326	)	$	(87,347	)	$	(115,841	)
Other comprehensive earnings	7,568			8,698			32,122			48,388
Amounts reclassified from accumulated other comprehensive loss	—			4,022			—			4,022
Balance, July 29, 2017	$	(11,600	)	$	3,394		$	(55,225	)	$	(63,431	)

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STOCK-BASED AWARDS (Tables)

12 Months Ended

Jul. 29, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock option liability

A summary of our liabilities for our variable stock option awards is as follows:

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016
Balance at beginning of fiscal year	$	5,500		$	15,873
Stock option expense (benefit)	(2,337		)	(10,373		)
Reclassifications to equity	(2,995		)	—
Balance at end of fiscal year	$	168		$	5,500

Summary of stock option activity

A summary of stock option activity is as follows:

	Fiscal year ended July 29, 2017
	Shares		Weighted Average Exercise Price		Weighted Average Remaining  Contractual Life (years)
Outstanding at July 30, 2016	217,597		$	881
Granted	9,971		1,000
Exercised	(609	)	180
Forfeited	(30,543	)	1,004
Outstanding at July 29, 2017	196,416		$	854	5.1
Options exercisable at end of fiscal year	95,131		$	692	3.4

Schedule of assumptions used to estimate fair value for stock options at grant date

We used the following assumptions to estimate the fair value for stock options at the grant date:

	Fiscal year ended
	July 29, 2017			July 30, 2016			August 1, 2015
Weighted average exercise price	$	1,000		$	1,205		$	1,166
Weighted term in years	5			5			5
Weighted average volatility	31.43		%	29.43		%	30.20		%
Risk-free interest rate	1.27% - 1.88%			1.33		%	1.55% - 1.63%
Dividend yield	—			—			—
Weighted average fair value	$	149		$	341		$	343

Schedule of restricted stock outstanding

A summary of restricted share activity is as follows:

	Fiscal year ended July 29, 2017
	Shares		Weighted Average Grant-Date Fair Value
Outstanding at July 30, 2016	—		$	—
Granted	26,954		768
Forfeited	(5,599	)	768
Outstanding at July 29, 2017	21,355		$	768

Schedule of compensation expense (benefit)

The following table summarizes our stock-based compensation expense (benefit):

	Fiscal year ended
(in thousands)	July 29, 2017			July 30, 2016			August 1, 2015
Stock compensation expense (benefit):
Stock options	$	(2,337	)	$	(10,373	)	$	83
Restricted stock	1,177			—			—
Total	$	(1,160	)	$	(10,373	)	$	83

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REVENUES (Tables)

12 Months Ended

Jul. 29, 2017

Segment Reporting [Abstract]

Schedule of revenues by merchandise category as a percentage of net sales

The following table represents our revenues by merchandise category as a percentage of revenues:

	Fiscal year ended
	July 29, 2017		July 30, 2016		August 1, 2015
Women’s Apparel	32	%	32	%	32	%
Women’s Shoes, Handbags and Accessories	29		28		28
Men’s Apparel and Shoes	12		12		12
Cosmetics and Fragrances	12		11		11
Designer and Precious Jewelry	9		10		10
Home Furnishings and Decor	5		5		5
Other	1		2		2
	100	%	100	%	100	%

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OTHER EXPENSES (Tables)

12 Months Ended

Jul. 29, 2017

Other Income and Expenses [Abstract]

Schedule of Other Operating Cost and Expense, by Component

Other expenses consists of the following components:

	Fiscal year ended
(in thousands)	July 29, 2017		July 30, 2016			August 1, 2015
Expenses incurred in connection with strategic initiatives	$	21,347	$	24,318		$	11,644
MyTheresa acquisition costs	3,286		4,443			19,414
Expenses related to Cyber-Attack, net of insurance recoveries	1,500		1,032			4,078
Net gain from facility closure	—		(5,577		)	—
Other expenses	3,597		2,911			4,338
Total	$	29,730	$	27,127		$	39,474

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CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) (Tables)

12 Months Ended

Jul. 29, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of condensed balance sheets

	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	—		125,853		9,956		1,896			(587		)	137,118
Total current assets	—		1,105,155		161,798		112,484			(587		)	1,378,850
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	—		23,705		1,690		—			—			25,395
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

	July 30, 2016
(in thousands)	Company		NMG		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	936	$	21,116	$	—		$	61,843
Credit card receivables	—		35,165		—		3,648		—			38,813
Merchandise inventories	—		917,138		145,518		62,669		—			1,125,325
Other current assets	—		94,498		15,082		1,256		(2,771		)	108,065
Total current assets	—		1,086,592		161,536		88,689		(2,771		)	1,334,046
Property and equipment, net	—		1,440,968		144,186		2,967		—			1,588,121
Intangible assets, net	—		566,084		2,605,413		73,005		—			3,244,502
Goodwill	—		1,412,146		537,263		123,409		—			2,072,818
Other long-term assets	—		15,153		2,248		—		—			17,401
Intercompany notes receivable	—		—		196,686		—		(196,686		)	—
Investments in subsidiaries	943,131		3,541,121		—		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	37,082	$	23,607	$	—		$	317,736
Accrued liabilities	—		373,108		70,488		51,821		(2,771		)	492,646
Current portion of long-term debt	—		29,426		—		—		—			29,426
Total current liabilities	—		659,581		107,570		75,428		(2,771		)	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—		—			4,584,281
Intercompany notes payable	—		—		—		196,686		(196,686		)	—
Deferred income taxes	—		1,285,829		—		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—		—			592,875
Total long-term liabilities	—		6,459,352		3,633		207,650		(196,686		)	6,473,949
Total member equity	943,131		943,131		3,536,129		4,992		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888

(in thousands)	July 29, 2017
Total assets	$	415,974
Net assets	137,661

	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	—		125,853		11,852		(587		)	137,118
Total current assets	—		1,105,155		274,282		(587		)	1,378,850
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	—		23,705		1,690		—			25,395
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

	July 30, 2016
(in thousands)	Company		NMG		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	22,052	$	—		$	61,843
Credit card receivables	—		35,165		3,648		—			38,813
Merchandise inventories	—		917,138		208,187		—			1,125,325
Other current assets	—		94,498		13,567		—			108,065
Total current assets	—		1,086,592		247,454		—			1,334,046
Property and equipment, net	—		1,440,968		147,153		—			1,588,121
Intangible assets, net	—		566,084		2,678,418		—			3,244,502
Goodwill	—		1,412,146		660,672		—			2,072,818
Other long-term assets	—		15,153		2,248		—			17,401
Investments in subsidiaries	943,131		3,541,121		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	60,689	$	—		$	317,736
Accrued liabilities	—		373,108		119,538		—			492,646
Current portion of long-term debt	—		29,426		—		—			29,426
Total current liabilities	—		659,581		180,227		—			839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—			4,584,281
Deferred income taxes	—		1,285,829		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—			592,875
Total long-term liabilities	—		6,459,352		14,597		—			6,473,949
Total member equity	943,131		943,131		3,541,121		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888

Schedule of condensed statements of operations

	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	—			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, 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	—			22,283			—			4,844			—			27,127
Impairment charges	—			466,155			—			—			—			466,155
Operating earnings (loss)	—			(316,325		)	51,889			2,781			—			(261,655		)
Interest expense, net	—			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 August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	844,459		$	122,674		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			542,474			85,237			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			148,270			38,546			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			—			(52,769		)
Depreciation expense	—			163,737			21,133			680			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			50,933			4,162			—			137,280
Other expenses	—			31,881			—			7,593			—			39,474
Operating earnings (loss)	—			244,559			86,984			(13,544		)	—			317,999
Interest expense, net	—			287,941			(165		)	2,147			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			235,827			(15,691		)	(236,981		)	28,076
Income tax expense (benefit)	—			15,023			—			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	—			(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	235,827		$	(30,681	)	$	(203,182	)	$	(18,850	)

	Fiscal year ended
(in thousands)	July 29, 2017
Revenues	$	265,608
Net earnings	3,700

	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	—			28,015			1,715			—			29,730
Impairment charges	—			510,736			—			—			510,736
Operating earnings (loss)	—			(491,984		)	38,763			—			(453,221		)
Interest expense, 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	—			22,283			4,844			—			27,127
Impairment charges	—			466,155			—			—			466,155
Operating earnings (loss)	—			(316,325		)	54,670			—			(261,655		)
Interest expense, 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 August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	967,133		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			627,711			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			186,816			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			(52,769		)
Depreciation expense	—			163,737			21,813			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			55,095			—			137,280
Other expenses	—			31,881			7,593			—			39,474
Operating earnings (loss)	—			244,559			73,440			—			317,999
Interest expense, net	—			287,941			1,982			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			220,136			(236,981		)	28,076
Income tax expense (benefit)	—			15,023			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	205,146		$	(203,182	)	$	(18,850	)

Schedule of condensed statements of cash flows

	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 Asset-Based Revolving Credit Facility	—			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 Asset-Based Revolving Credit Facility	—			555,000			—			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	—			39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	—			12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	230			2,010			—			(11,131		)
Beginning balance	—			53,162			706			19,106			—			72,974
Ending balance	$	—		$	39,791		$	936		$	21,116		$	—		$	61,843

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			72,066			4,842			—			347,390
Deferred income taxes	—			(62,143		)	—			(7,593		)	—			(69,736		)
Other	—			(5,265		)	1,821			21,156			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(140,710		)	48,240			—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			20,326			52,850			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(20,988		)	(1,194		)	—			(270,468		)
Acquisition of MyTheresa	—			—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(20,988		)	(182,921		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	—			150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	—			150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	(662		)	19,002			—			(123,502		)
Beginning balance	—			195,004			1,368			104			—			196,476
Ending balance	$	—		$	53,162		$	706		$	19,106		$	—		$	72,974

	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 Asset-Based Revolving Credit Facility	—			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 Asset-Based Revolving Credit Facility	—			555,000			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	2,240			—			(11,131		)
Beginning balance	—			53,162			19,812			—			72,974
Ending balance	$	—		$	39,791		$	22,052		$	—		$	61,843

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			76,908			—			347,390
Deferred income taxes	—			(62,143		)	(7,593		)	—			(69,736		)
Other	—			(5,265		)	22,977			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(92,470		)	—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			73,176			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(22,182		)	—			(270,468		)
Acquisition of MyTheresa	—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(203,909		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	18,340			—			(123,502		)
Beginning balance	—			195,004			1,472			—			196,476
Ending balance	$	—		$	53,162		$	19,812		$	—		$	72,974

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) (Tables)

12 Months Ended

Jul. 29, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of condensed balance sheets

	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	—		125,853		9,956		1,896			(587		)	137,118
Total current assets	—		1,105,155		161,798		112,484			(587		)	1,378,850
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	—		23,705		1,690		—			—			25,395
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

	July 30, 2016
(in thousands)	Company		NMG		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	936	$	21,116	$	—		$	61,843
Credit card receivables	—		35,165		—		3,648		—			38,813
Merchandise inventories	—		917,138		145,518		62,669		—			1,125,325
Other current assets	—		94,498		15,082		1,256		(2,771		)	108,065
Total current assets	—		1,086,592		161,536		88,689		(2,771		)	1,334,046
Property and equipment, net	—		1,440,968		144,186		2,967		—			1,588,121
Intangible assets, net	—		566,084		2,605,413		73,005		—			3,244,502
Goodwill	—		1,412,146		537,263		123,409		—			2,072,818
Other long-term assets	—		15,153		2,248		—		—			17,401
Intercompany notes receivable	—		—		196,686		—		(196,686		)	—
Investments in subsidiaries	943,131		3,541,121		—		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	37,082	$	23,607	$	—		$	317,736
Accrued liabilities	—		373,108		70,488		51,821		(2,771		)	492,646
Current portion of long-term debt	—		29,426		—		—		—			29,426
Total current liabilities	—		659,581		107,570		75,428		(2,771		)	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—		—			4,584,281
Intercompany notes payable	—		—		—		196,686		(196,686		)	—
Deferred income taxes	—		1,285,829		—		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—		—			592,875
Total long-term liabilities	—		6,459,352		3,633		207,650		(196,686		)	6,473,949
Total member equity	943,131		943,131		3,536,129		4,992		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,647,332	$	288,070	$	(4,683,709	)	$	8,256,888

(in thousands)	July 29, 2017
Total assets	$	415,974
Net assets	137,661

	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	—		125,853		11,852		(587		)	137,118
Total current assets	—		1,105,155		274,282		(587		)	1,378,850
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	—		23,705		1,690		—			25,395
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

	July 30, 2016
(in thousands)	Company		NMG		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	39,791	$	22,052	$	—		$	61,843
Credit card receivables	—		35,165		3,648		—			38,813
Merchandise inventories	—		917,138		208,187		—			1,125,325
Other current assets	—		94,498		13,567		—			108,065
Total current assets	—		1,086,592		247,454		—			1,334,046
Property and equipment, net	—		1,440,968		147,153		—			1,588,121
Intangible assets, net	—		566,084		2,678,418		—			3,244,502
Goodwill	—		1,412,146		660,672		—			2,072,818
Other long-term assets	—		15,153		2,248		—			17,401
Investments in subsidiaries	943,131		3,541,121		—		(4,484,252		)	—
Total assets	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	—	$	257,047	$	60,689	$	—		$	317,736
Accrued liabilities	—		373,108		119,538		—			492,646
Current portion of long-term debt	—		29,426		—		—			29,426
Total current liabilities	—		659,581		180,227		—			839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	—		4,584,281		—		—			4,584,281
Deferred income taxes	—		1,285,829		10,964		—			1,296,793
Other long-term liabilities	—		589,242		3,633		—			592,875
Total long-term liabilities	—		6,459,352		14,597		—			6,473,949
Total member equity	943,131		943,131		3,541,121		(4,484,252		)	943,131
Total liabilities and member equity	$	943,131	$	8,062,064	$	3,735,945	$	(4,484,252	)	$	8,256,888

Schedule of condensed statements of operations

	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	—			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, 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	—			22,283			—			4,844			—			27,127
Impairment charges	—			466,155			—			—			—			466,155
Operating earnings (loss)	—			(316,325		)	51,889			2,781			—			(261,655		)
Interest expense, net	—			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 August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	844,459		$	122,674		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			542,474			85,237			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			148,270			38,546			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			—			(52,769		)
Depreciation expense	—			163,737			21,133			680			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			50,933			4,162			—			137,280
Other expenses	—			31,881			—			7,593			—			39,474
Operating earnings (loss)	—			244,559			86,984			(13,544		)	—			317,999
Interest expense, net	—			287,941			(165		)	2,147			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			235,827			(15,691		)	(236,981		)	28,076
Income tax expense (benefit)	—			15,023			—			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	—			(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	235,827		$	(30,681	)	$	(203,182	)	$	(18,850	)

	Fiscal year ended
(in thousands)	July 29, 2017
Revenues	$	265,608
Net earnings	3,700

	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	—			28,015			1,715			—			29,730
Impairment charges	—			510,736			—			—			510,736
Operating earnings (loss)	—			(491,984		)	38,763			—			(453,221		)
Interest expense, 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	—			22,283			4,844			—			27,127
Impairment charges	—			466,155			—			—			466,155
Operating earnings (loss)	—			(316,325		)	54,670			—			(261,655		)
Interest expense, 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 August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	4,127,954		$	967,133		$	—		$	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)	—			2,677,767			627,711			—			3,305,478
Selling, general and administrative expenses (excluding depreciation)	—			975,259			186,816			—			1,162,075
Income from credit card program	—			(47,434		)	(5,335		)	—			(52,769		)
Depreciation expense	—			163,737			21,813			—			185,550
Amortization of intangible assets and favorable lease commitments	—			82,185			55,095			—			137,280
Other expenses	—			31,881			7,593			—			39,474
Operating earnings (loss)	—			244,559			73,440			—			317,999
Interest expense, net	—			287,941			1,982			—			289,923
Intercompany royalty charges (income)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Earnings (loss) before income taxes	14,949			29,972			220,136			(236,981		)	28,076
Income tax expense (benefit)	—			15,023			(1,896		)	—			13,127
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Total other comprehensive earnings (loss), net of tax	(33,799		)	(16,913		)	(16,886		)	33,799			(33,799		)
Total comprehensive earnings (loss)	$	(18,850	)	$	(1,964	)	$	205,146		$	(203,182	)	$	(18,850	)

Schedule of condensed statements of cash flows

	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 Asset-Based Revolving Credit Facility	—			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 Asset-Based Revolving Credit Facility	—			555,000			—			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	—			39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	—			12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	230			2,010			—			(11,131		)
Beginning balance	—			53,162			706			19,106			—			72,974
Ending balance	$	—		$	39,791		$	936		$	21,116		$	—		$	61,843

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	235,827		$	(13,795	)	$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			72,066			4,842			—			347,390
Deferred income taxes	—			(62,143		)	—			(7,593		)	—			(69,736		)
Other	—			(5,265		)	1,821			21,156			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(140,710		)	48,240			—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			20,326			52,850			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(20,988		)	(1,194		)	—			(270,468		)
Acquisition of MyTheresa	—			—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(20,988		)	(182,921		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	—			150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	—			150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	(662		)	19,002			—			(123,502		)
Beginning balance	—			195,004			1,368			104			—			196,476
Ending balance	$	—		$	53,162		$	706		$	19,106		$	—		$	72,974

	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 Asset-Based Revolving Credit Facility	—			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 Asset-Based Revolving Credit Facility	—			555,000			—			—			555,000
Repayment of borrowings	—			(549,426		)	—			—			(549,426		)
Payment of contingent earn-out obligation	—			—			(27,185		)	—			(27,185		)
Intercompany notes payable (receivable)	—			(39,459		)	39,459			—			—
Net cash provided by (used for) financing activities	—			(33,885		)	12,274			—			(21,611		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2,229			—			2,229
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(13,371		)	2,240			—			(11,131		)
Beginning balance	—			53,162			19,812			—			72,974
Ending balance	$	—		$	39,791		$	22,052		$	—		$	61,843

	Fiscal year ended August 1, 2015
(in thousands)	Company			NMG			Non- Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS—OPERATING ACTIVITIES
Net earnings (loss)	$	14,949		$	14,949		$	222,032		$	(236,981	)	$	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense	—			270,482			76,908			—			347,390
Deferred income taxes	—			(62,143		)	(7,593		)	—			(69,736		)
Other	—			(5,265		)	22,977			—			17,712
Intercompany royalty income payable (receivable)	—			148,678			(148,678		)	—			—
Equity in loss (earnings) of subsidiaries	(14,949		)	(222,032		)	—			236,981			—
Changes in operating assets and liabilities, net	—			11,467			(92,470		)	—			(81,003		)
Net cash provided by (used for) operating activities	—			156,136			73,176			—			229,312
CASH FLOWS—INVESTING ACTIVITIES
Capital expenditures	—			(248,286		)	(22,182		)	—			(270,468		)
Acquisition of MyTheresa	—			—			(181,727		)	—			(181,727		)
Net cash provided by (used for) investing activities	—			(248,286		)	(203,909		)	—			(452,195		)
CASH FLOWS—FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility	—			530,000			—			—			530,000
Repayment of borrowings	—			(429,427		)	—			—			(429,427		)
Intercompany notes payable (receivable)	—			(150,000		)	150,000			—			—
Debt issuance costs paid	—			(265		)	—			—			(265		)
Net cash provided by (used for) financing activities	—			(49,692		)	150,000			—			100,308
Effect of exchange rate changes on cash and cash equivalents	—			—			(927		)	—			(927		)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period	—			(141,842		)	18,340			—			(123,502		)
Beginning balance	—			195,004			1,472			—			196,476
Ending balance	$	—		$	53,162		$	19,812		$	—		$	72,974

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Jul. 29, 2017

Quarterly Financial Information Disclosure [Abstract]

Schedule of quarterly financial information

	Fiscal year 2017
(in millions)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Revenues	$	1,079.1		$	1,395.6		$	1,111.4		$	1,119.9		$	4,706.0
Gross profit (1)	379.2			413.1			380.9			312.8			1,486.0
Net loss (2)	(23.5		)	(117.1		)	(24.9		)	(366.3		)	(531.8		)

	Fiscal year 2016
	First Quarter			Second Quarter		Third Quarter		Fourth Quarter			Total
Revenues	$	1,164.9		$	1,487.0	$	1,169.3	$	1,128.3		$	4,949.5
Gross profit (1)	428.8			460.7		425.8		311.7			1,627.0
Net earnings (loss) (2)	(10.5		)	7.9		3.8		(407.3		)	(406.1		)

(1) Gross profit includes revenues less cost of goods sold including buying and occupancy costs (excluding depreciation).

(2) For fiscal years 2017 and 2016, net earnings (loss) includes pretax impairment charges to writedown the net carrying value of certain tradenames, goodwill and long-lived assets to fair value, which were as follows:

	Fiscal year 2017						Fiscal year 2016
(in thousands)	Second Quarter		Fourth Quarter		Total		Fourth Quarter		Total
Tradenames	$	150.1	$	159.6	$	309.7	$	228.9	$	228.9
Goodwill	—		196.2		196.2		199.2		199.2
Long-lived assets	3.7		1.2		4.8		38.1		38.1
Total	$	153.8	$	357.0	$	510.7	$	466.2	$	466.2

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Cash and Cash Equivalents
Accounts payable related to outstanding checks not yet presented for payment	$ 39.6	$ 47.4
Merchandise Inventories and Cost of Goods Sold
Vendor allowances received	$ 83.6	$ 100.8	$ 94.8
Vendor allowances received, percent of revenue	1.80%	2.00%	1.90%
Consignment merchandise held with a cost basis	$ 393.1	$ 416.5

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	12 Months Ended
	Jul. 29, 2017
Buildings and improvements | Minimum
Long-lived Assets
Estimated useful lives used to depreciate long-lived assets	5 years
Buildings and improvements | Maximum
Long-lived Assets
Estimated useful lives used to depreciate long-lived assets	30 years
Fixtures and equipment | Minimum
Long-lived Assets
Estimated useful lives used to depreciate long-lived assets	3 years
Fixtures and equipment | Maximum
Long-lived Assets
Estimated useful lives used to depreciate long-lived assets	15 years
Leasehold Improvements
Long-lived Assets
Estimated useful life	shorter of the asset life or the lease term
Internal computer software | Minimum
Long-lived Assets
Estimated useful lives used to depreciate long-lived assets	3 years
Internal computer software | Maximum
Long-lived Assets
Estimated useful lives used to depreciate long-lived assets	10 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Jul. 29, 2017	Jan. 28, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Finite-Lived Intangible Assets [Line Items]
Long-lived assets	$ 1,200	$ 3,700	$ 38,100	$ 4,800	$ 38,100
Estimated amortization of all acquisition-related intangible assets
2018	97,960			97,960
2019	94,943			94,943
2020	88,247			88,247
2021	82,321			82,321
2022	$ 82,473			$ 82,473
Favorable lease commitments
Finite-Lived Intangible Assets [Line Items]
Weighted average life				30 years
Favorable lease commitments | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives				4 years
Favorable lease commitments | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives				55 years
Other Definite-lived Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Weighted average life				13 years
Other Definite-lived Intangible Assets | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives				6 years
Other Definite-lived Intangible Assets | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives				16 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Jul. 29, 2017	Jan. 28, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Indefinite-lived Intangible Assets [Line Items]
Writedown of goodwill	$ 196,200	$ 0	$ 199,200	$ 196,164	$ 199,218
Tradenames
Indefinite-lived Intangible Assets [Line Items]
Writedown of indefinite-lived intangible assets	$ 159,600	$ 150,100	$ 228,900	$ 309,744	$ 228,877

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Leases
Construction allowances received	$ 37,431	$ 38,293	$ 34,708
Property and equipment acquired through developer financing obligations	96,900	46,100
Revenues
Delivery and processing revenues	58,700	50,600	50,100
Reserves for anticipated sales returns	47,006	45,336
Selling, General and Administrative Expenses (excluding depreciation)
Allowances received from vendors related to compensation programs	$ 62,400	$ 70,300	$ 76,400
Allowances received from vendors related to compensation programs, percent of revenue	1.30%	1.40%	1.50%
Cooperative advertising amount	$ 50,100	$ 54,800	$ 55,000
Cooperative advertising amount, percent of revenue	1.10%	1.10%	1.10%
Amortization Period for Costs of Print Catalogs
Marketing and advertising	$ 183,000	$ 178,900	$ 165,700
Marketing and advertising expense, percent of revenue	3.90%	3.60%	3.30%
Renewable agreement term with Capital One (years)	3 years
Gift Cards
Unredeemed gift cards	$ 45,500	$ 44,300
Gift card breakage recognized	$ 1,700	$ 1,300	$ 1,400
Minimum
Leases
Operating leases, term of contract including renewal options (in years)	10 years
Amortization Period for Costs of Print Catalogs
Amortization period for print catalog costs	3 months
Maximum
Leases
Operating leases, term of contract including renewal options (in years)	130 years

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MYTHERESA ACQUISITION (Details) $ in Thousands, € in Millions	1 Months Ended					12 Months Ended
	Mar. 31, 2017 EUR (€)	Mar. 31, 2017 USD ($)	Apr. 30, 2016 EUR (€)	Apr. 30, 2016 USD ($)	Oct. 31, 2014 USD ($)	Jul. 29, 2017 USD ($)	Jul. 30, 2016 USD ($)	Aug. 01, 2015 USD ($)	Oct. 31, 2014 EUR (€)
Business Acquisition
Total consideration paid to effect the acquisition						$ 0	$ 896	$ 181,727
Portion of payment which represents the acquisition date fair value obligation						$ 22,857	$ 27,185	$ 0
MyTheresa
Business Acquisition
Total consideration paid to effect the acquisition					$ 181,700
Business combination, contingent consideration | €									€ 55.0
Payments to acquire business	€ 25.5	$ 26,900	€ 26.5	$ 29,800
Portion of payment which represents the acquisition date fair value obligation	€ 18.1	$ 22,900	€ 21.6	$ 27,200

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FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jul. 29, 2017	Jul. 30, 2016
FAIR VALUE MEASUREMENTS
Contingent earn-out obligation	$ 0	$ 26,264,000
Total debt	4,785,310,000	4,716,522,000
Asset-Based Revolving Credit Facility
FAIR VALUE MEASUREMENTS
Total debt	263,000,000	165,000,000
Senior Secured Term Loan Facility
FAIR VALUE MEASUREMENTS
Total debt	2,839,633,000	2,869,059,000
Debt instrument, face amount	2,950,000,000.0
Cash Pay Notes
FAIR VALUE MEASUREMENTS
Total debt	960,000,000	960,000,000
Debt instrument, face amount	$ 960,000,000.0
Stated interest rate (as a percent)	8.00%
PIK Toggle Notes
FAIR VALUE MEASUREMENTS
Total debt	$ 600,000,000	600,000,000
Debt instrument, face amount	$ 600,000,000
PIK Toggle Notes | Minimum
FAIR VALUE MEASUREMENTS
Stated interest rate (as a percent)	8.75%
PIK Toggle Notes | Maximum
FAIR VALUE MEASUREMENTS
Stated interest rate (as a percent)	9.50%
2028 Debentures
FAIR VALUE MEASUREMENTS
Total debt	$ 122,677,000	122,463,000
Debt instrument, face amount	$ 125,000,000.0
Stated interest rate (as a percent)	7.125%
Fair Value | Recurring basis | Other Long-Term Assets | Level 2 | Interest Rate Swaps
FAIR VALUE MEASUREMENTS
Interest rate swaps	$ 3,628,000	0
Fair Value | Recurring basis | Other Long-Term Liabilities | Level 2 | Interest Rate Swaps
FAIR VALUE MEASUREMENTS
Interest rate swaps	0	13,167,000
Fair Value | Recurring basis | Other Long-Term Liabilities | Level 3
FAIR VALUE MEASUREMENTS
Stock-based award liability	1,344,000	5,500,000
Fair Value | Recurring basis | Accrued Liabilities | Level 3
FAIR VALUE MEASUREMENTS
Contingent earn-out obligation	0	26,264,000
Fair Value | Non-recurring basis | Level 2 | Asset-Based Revolving Credit Facility
FAIR VALUE MEASUREMENTS
Long-term debt, fair value	263,000,000	165,000,000
Fair Value | Non-recurring basis | Level 2 | Senior Secured Term Loan Facility
FAIR VALUE MEASUREMENTS
Long-term debt, fair value	2,113,766,000	2,705,896,000
Fair Value | Non-recurring basis | Level 2 | Cash Pay Notes
FAIR VALUE MEASUREMENTS
Long-term debt, fair value	532,253,000	818,995,000
Fair Value | Non-recurring basis | Level 2 | PIK Toggle Notes
FAIR VALUE MEASUREMENTS
Long-term debt, fair value	297,000,000	480,000,000
Fair Value | Non-recurring basis | Level 2 | 2028 Debentures
FAIR VALUE MEASUREMENTS
Long-term debt, fair value	$ 87,490,000	$ 120,325,000

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PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
PROPERTY AND EQUIPMENT, NET
Property, plant and equipment, gross	$ 2,339,811	$ 2,138,940
Less: accumulated depreciation	752,850	550,819
Property and equipment, net	1,586,961	1,588,121
Property and equipment acquired through developer financing obligations	96,900	46,100
Land, buildings and improvements
PROPERTY AND EQUIPMENT, NET
Property, plant and equipment, gross	1,280,214	1,237,568
Fixtures and equipment
PROPERTY AND EQUIPMENT, NET
Property, plant and equipment, gross	914,489	699,469
Construction in progress
PROPERTY AND EQUIPMENT, NET
Property, plant and equipment, gross	$ 145,108	$ 201,903

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INTANGIBLE ASSETS, NET AND GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Jul. 29, 2017	Jan. 28, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Intangible Assets Subject to Amortization [Rollforward]
Amortization				$ (50,769)	$ (57,011)	$ (82,953)
Goodwill [Roll Forward]
Balance at beginning of period, Goodwill				2,072,818	2,272,483
Foreign currency translation adjustment				4,240	(447)
Impairment of goodwill	$ (196,200)	$ 0	$ (199,200)	(196,164)	(199,218)
Balance at end of period, Goodwill	1,880,894		2,072,818	1,880,894	2,072,818	2,272,483
Tradenames
Intangible Assets Subject to Amortization [Rollforward]
Balance at beginning of period				1,807,246	2,036,847
Impairment of intangible assets	(159,600)	$ (150,100)	(228,900)	(309,744)	(228,877)
Foreign currency translation adjustment				2,248	(724)
Balance at end of the period	1,499,750		1,807,246	1,499,750	1,807,246	2,036,847
Favorable Lease Commitments
Intangible Assets Subject to Amortization [Rollforward]
Balance at beginning of period				985,534	1,040,440
Amortization				(53,262)	(54,178)
Impairment of intangible assets				(1,687)	(201)
Foreign currency translation adjustment				0	0
Write-offs related to facility closures and other					(527)
Balance at end of the period	930,585		985,534	930,585	985,534	1,040,440
Goodwill [Roll Forward]
Total accumulated amortization at the end of the period	200,438			200,438
Other Definite-lived Intangible Assets
Intangible Assets Subject to Amortization [Rollforward]
Balance at beginning of period				451,722	521,275
Amortization				(50,769)	(57,011)
Impairment of intangible assets				0	(12,433)
Foreign currency translation adjustment				128	(109)
Balance at end of the period	401,081		$ 451,722	401,081	$ 451,722	$ 521,275
Goodwill [Roll Forward]
Total accumulated amortization at the end of the period	$ 299,451			$ 299,451

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IMPAIRMENT CHARGES (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Jul. 29, 2017	Jan. 28, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 196,200	$ 0	$ 199,200	$ 196,164	$ 199,218
Impairment charges	357,000	153,800	466,200	510,736	466,155	$ 0
Property and equipment
Finite-Lived Intangible Assets [Line Items]
Property and equipment				3,141	25,426
Other definite-lived intangible assets
Finite-Lived Intangible Assets [Line Items]
Definite-lived intangible assets				1,687	12,634
Tradenames
Finite-Lived Intangible Assets [Line Items]
Tradenames	$ 159,600	$ 150,100	$ 228,900	$ 309,744	$ 228,877

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ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Payables and Accruals [Abstract]
Accrued salaries and related liabilities	$ 64,293	$ 66,009
Amounts due customers	140,330	132,805
Self-insurance reserves	36,545	36,197
Interest payable	31,935	59,781
Sales returns reserves	47,006	45,336
Sales taxes payable	28,811	26,688
Contingent earn-out obligation	0	26,264
Other	108,017	99,566
Total	$ 456,937	$ 492,646

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LONG-TERM DEBT Schedule of significant components (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Long-term Debt
Total debt	$ 4,785,310	$ 4,716,522
Less: current portion of Senior Secured Term Loan Facility	(29,426)	(29,426)
Less: unamortized debt issuance costs	(80,344)	(102,815)
Long-term debt, net of debt issuance costs	4,675,540	4,584,281
Asset-Based Revolving Credit Facility
Long-term Debt
Total debt	263,000	165,000
Senior Secured Term Loan Facility
Long-term Debt
Total debt	2,839,633	2,869,059
mytheresa.com Credit Facilities
Long-term Debt
Total debt	$ 0	0
Cash Pay Notes
Long-term Debt
Stated interest rate (as a percent)	8.00%
Total debt	$ 960,000	960,000
PIK Toggle Notes
Long-term Debt
Total debt	$ 600,000	600,000
2028 Debentures
Long-term Debt
Stated interest rate (as a percent)	7.125%
Total debt	$ 122,677	$ 122,463
Minimum | mytheresa.com Credit Facilities
Long-term Debt
Stated interest rate (as a percent)	2.25%
Minimum | PIK Toggle Notes
Long-term Debt
Stated interest rate (as a percent)	8.75%
Maximum | mytheresa.com Credit Facilities
Long-term Debt
Stated interest rate (as a percent)	2.39%
Maximum | PIK Toggle Notes
Long-term Debt
Stated interest rate (as a percent)	9.50%

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LONG-TERM DEBT Narrative (Details)		1 Months Ended	12 Months Ended
	Jul. 29, 2017 USD ($)	Oct. 31, 2017 USD ($)	Jul. 29, 2017 EUR (€) payment	Jul. 29, 2017 USD ($) payment	Jul. 30, 2016 USD ($)
Long-term Debt
Total debt				$ 4,785,310,000	$ 4,716,522,000
Assets				7,703,516,000	8,256,888,000
Asset-Based Revolving Credit Facility
Long-term Debt
Maximum committed borrowing capacity				900,000,000.0
Total debt				263,000,000	165,000,000
Outstanding letters of credit				1,800,000
Unused borrowing availability				635,300,000
Unused borrowing available, subject to certain restrictions				90,000,000
Maximum borrowing capacity for available letters of credit				$ 150,000,000.0
Percentage of net orderly liquidation value of eligible inventory, net of certain reserves for determining borrowing base			90.00%	90.00%
Percentage of amounts owed by credit card processors for determining borrowing base			90.00%	90.00%
Percentage of segregated cash held in a restricted deposit account for determining borrowing base			100.00%	100.00%
Borrowing base restriction period	5 days
Incremental borrowing capacity available under loan accordion feature				$ 200,000,000.0
Maximum borrowing capacity with uncommitted accordion feature				$ 1,100,000,000.0
Interest rate margin step down based on senior secured first lien net leverage	0.25%
Debt, weighted average interest rate (percent)			3.11%	3.11%
Commitment fee for unused commitments (as percentage)	0.375%
Amount as a condition for repaying outstanding loans. period	5 days
Percentage of second priority pledge	100.00%
Percentage of second priority pledge in nonvoting stock	100.00%
Percentage of second priority pledge in voting stock of foreign subsidiary	65.00%
Minimum percentage amount of principal	20.00%
Restricted actions covenants allowed, payment conditions period			30 days
Asset-Based Revolving Credit Facility | Federal funds effective rate
Long-term Debt
Interest rate margin (as a percent)	0.50%
Asset-Based Revolving Credit Facility | One-month LIBOR
Long-term Debt
Interest rate margin (as a percent)	1.00%
Asset-Based Revolving Credit Facility | Base rate
Long-term Debt
Interest rate margin (as a percent)	0.75%
Asset-Based Revolving Credit Facility | LIBOR
Long-term Debt
Interest rate margin (as a percent)	1.75%
Asset-Based Revolving Credit Facility | Minimum
Long-term Debt
Percentage of lesser of aggregate revolving commitments and borrowing base for maintaining excess availability provisions			10.00%	10.00%
Amount required for maintaining excess availability provisions				$ 50,000,000.0
Percentage of lesser of aggregate revolving commitments and borrowing base as a condition for repaying outstanding loans			10.00%	10.00%
Amount as a condition for repaying outstanding loans				$ 50,000,000.0
Amount of pro forma excess availability under the Asset-Based Revolving Credit Facility required based on facility covenants				$ 90,000,000.0
Percentage of lesser of aggregate revolving commitments and borrowing base for pro forma excess availability of credit facility			15.00%	15.00%
Debt instrument, covenant consolidate fixed charge coverage ratio			1.0
Aggregate principal amount having customary affirmative covenants and default provisions				$ 50,000,000.0
Asset-Based Revolving Credit Facility | Maximum
Long-term Debt
Amount of pro forma excess availability under the Asset-Based Revolving Credit Facility required based on facility covenants				$ 200,000,000.0
Percentage of lesser of aggregate revolving commitments and borrowing base for pro forma excess availability of credit facility			25.00%	25.00%
Asset-Based Revolving Credit Facility | Maximum | Base rate
Long-term Debt
Interest rate margin (as a percent)	1.00%
Asset-Based Revolving Credit Facility | Maximum | LIBOR
Long-term Debt
Interest rate margin (as a percent)	2.00%
Senior Secured Term Loan Facility
Long-term Debt
Total debt				$ 2,839,633,000	2,869,059,000
Minimum percentage amount of principal	20.00%
Initial amount under the debt instrument				2,950,000,000.0
Incremental borrowings available under debt				$ 650,000,000.0
Interest rate on the outstanding borrowings (as a percent)			4.47%	4.47%
Percentage of proceeds from certain asset sales and debt issuances that must be used to repay debt			100.00%	100.00%
Percentage of proceeds from excess cash flow that must be used to repay debt			50.00%	50.00%
Mandatory prepayment as a percentage of proceeds from certain asset sales			100.00%	100.00%
Quarterly payment	$ 7,400,000
Percentage of first priority pledge	100.00%
Percentage of first priority pledge in nonvoting stock	100.00%
Percentage of first priority pledge in voting stock of foreign subsidiary	65.00%
Senior Secured Term Loan Facility | Leverage ratio, option one
Long-term Debt
Mandatory prepayment as a percentage of excess cash flows			25.00%	25.00%
Senior Secured Term Loan Facility | Leverage ratio, option two
Long-term Debt
Mandatory prepayment as a percentage of excess cash flows			0.00%	0.00%
Senior Secured Term Loan Facility | Federal funds effective rate
Long-term Debt
Interest rate margin (as a percent)	0.50%
Senior Secured Term Loan Facility | One-month LIBOR
Long-term Debt
Interest rate margin (as a percent)	1.00%
Senior Secured Term Loan Facility | Minimum
Long-term Debt
Aggregate principal amount having customary affirmative covenants and default provisions				$ 50,000,000.0
Senior Secured Term Loan Facility | Minimum | Leverage ratio, option one
Long-term Debt
Secured leverage ratio	3.5
Senior Secured Term Loan Facility | Minimum | LIBOR
Long-term Debt
Interest rate margin (as a percent)	1.00%
Senior Secured Term Loan Facility | Maximum
Long-term Debt
Secured leverage ratio			4.25
Senior Secured Term Loan Facility | Maximum | Leverage ratio, option one
Long-term Debt
Secured leverage ratio	4.0
Senior Secured Term Loan Facility | Maximum | Leverage ratio, option two
Long-term Debt
Secured leverage ratio	3.5
Senior Secured Term Loan Facility | Maximum | Base rate
Long-term Debt
Interest rate margin (as a percent)	2.25%
Senior Secured Term Loan Facility | Maximum | LIBOR
Long-term Debt
Interest rate margin (as a percent)	3.25%
Cash Pay Notes
Long-term Debt
Total debt				960,000,000	960,000,000
Initial amount under the debt instrument				$ 960,000,000.0
Stated interest rate (as a percent)			8.00%	8.00%
Redemption percentage price	106.00%
Cash Pay Notes | Minimum
Long-term Debt
Aggregate principal amount having customary affirmative covenants and default provisions				$ 50,000,000.0
PIK Toggle Notes
Long-term Debt
Total debt				600,000,000	600,000,000
Initial amount under the debt instrument				$ 600,000,000
Redemption percentage price	106.563%
Number of interest payments for which interest on debt will be paid entirely in cash | payment			7	7
Percentage of interest to be paid after first two interest payments in Cash interest, option 3	50.00%
Percentage of interest to be paid after first two interest payments in PIK interest, option 3	50.00%
PIK Toggle Notes | Minimum
Long-term Debt
Aggregate principal amount having customary affirmative covenants and default provisions				$ 50,000,000.0
Stated interest rate (as a percent)			8.75%	8.75%
PIK Toggle Notes | Maximum
Long-term Debt
Stated interest rate (as a percent)			9.50%	9.50%
2028 Debentures
Long-term Debt
Total debt				$ 122,677,000	$ 122,463,000
Initial amount under the debt instrument				$ 125,000,000.0
Percentage of first priority pledge in nonvoting stock			100.00%
Percentage of first priority pledge in voting stock of foreign subsidiary			65.00%
Stated interest rate (as a percent)			7.125%	7.125%
Percentage of first priority pledge in capital stock			100.00%
2028 Debentures | Minimum
Long-term Debt
Aggregate principal amount having customary affirmative covenants and default provisions				$ 15,000,000.0
Non- Guarantor Subsidiaries | Asset-Based Revolving Credit Facility
Long-term Debt
Assets				$ 416,000,000
Assets of non-guarantor subsidiaries, percentage			5.40%	5.40%
Non- Guarantor Subsidiaries | Senior Secured Term Loan Facility
Long-term Debt
Assets				$ 416,000,000
Assets of non-guarantor subsidiaries, percentage			5.40%	5.40%
October 2017 PIK Toggle Notes | PIK Toggle Notes | Scenario, Forecast
Long-term Debt
Paid-in-kind interest to be converted into debt		$ 28,500,000
MyTheresa | Subsidiaries | Asset-Based Revolving Credit Facility
Long-term Debt
Unused borrowing availability			€ 13,900,000	$ 15,900,000
Outstanding guarantees			1,100,000	$ 1,200,000
MyTheresa | First Credit Agreement | Subsidiaries | Asset-Based Revolving Credit Facility
Long-term Debt
Maximum committed borrowing capacity | €			€ 6,500,000.0
Stated interest rate (as a percent)			2.39%	2.39%
MyTheresa | Second Credit Agreement | Subsidiaries | Asset-Based Revolving Credit Facility
Long-term Debt
Maximum committed borrowing capacity | €			€ 8,500,000.0
Stated interest rate (as a percent)			2.25%	2.25%

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LONG-TERM DEBT Maturities of Long-Term Debt (Details) $ in Millions	Jul. 29, 2017 USD ($)
Debt Disclosure [Abstract]
2018	$ 29.4
2019	29.4
2020	29.4
2021	3,014.4
2022	1,560.0
Thereafter	$ 122.7

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LONG-TERM DEBT Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Interest expense
Amortization of debt issue costs	$ 24,510	$ 24,572	$ 24,560
Capitalized interest	(6,270)	(7,298)	(2,361)
Other, net	703	2,214	2,489
Interest expense, net	295,668	285,596	289,923
Asset-Based Revolving Credit Facility
Interest expense
Interest expense	7,022	3,104	1,463
Senior Secured Term Loan Facility
Interest expense
Interest expense	130,129	124,775	125,558
mytheresa.com Credit Facilities
Interest expense
Interest expense	58	23	8
Cash Pay Notes
Interest expense
Interest expense	76,800	76,800	76,800
PIK Toggle Notes
Interest expense
Interest expense	53,810	52,500	52,500
2028 Debentures
Interest expense
Interest expense	$ 8,906	$ 8,906	$ 8,906

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DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($)	12 Months Ended
	Jul. 29, 2017	Dec. 01, 2016	Jun. 30, 2016	Apr. 30, 2016	Apr. 30, 2014
Derivative Financial Instruments
Outstanding floating rate debt obligations	$ 3,102,600,000
Losses recorded that are expected to be reclassified into interest expense in the next 12 months	3,400,000
Interest Rate Swaps
Derivative Financial Instruments
Derivative, notional amount			$ 1,400,000,000.0
Interest Rate Swaps One
Derivative Financial Instruments
Derivative, notional amount				$ 700,000,000.0
Fixed interest rate		4.912%
Interest Rate Swaps Two
Derivative Financial Instruments
Derivative, notional amount			$ 700,000,000.0
Fixed interest rate		4.7395%
Interest Rate Caps
Derivative Financial Instruments
Derivative, notional amount					$ 1,400,000,000.0
Derivative asset					$ 2,000,000
London Interbank Offered Rate (LIBOR) | Interest Rate Caps
Derivative Financial Instruments
Interest rate cap (as a percent)					3.00%
Other Noncurrent Assets | Interest Rate Swaps
Derivative Financial Instruments
Derivative in asset position	3,600,000
Other Noncurrent Liabilities | Interest Rate Swaps
Derivative Financial Instruments
Derivative liability position	$ 13,200,000

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DERIVATIVE FINANCIAL INSTRUMENTS Schedule of derivatives (Details) - Interest Expense - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Derivative Financial Instruments
Interest rate cash flow hedge gains (losses) reclassified to earnings, net	$ 6,615	$ 576	$ 0
Interest Rate Swaps
Derivative Financial Instruments
Interest rate cash flow hedge gains (losses) reclassified to earnings, net	5,191	0	0
Interest Rate Caps
Derivative Financial Instruments
Interest rate cash flow hedge gains (losses) reclassified to earnings, net	$ 1,424	$ 576	$ 0

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INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Current:
Federal	$ (38,337)	$ (36,557)	$ 73,928
State	(8,567)	(7,691)	7,955
Foreign	926	5,948	980
Current income tax expense	(45,978)	(38,300)	82,863
Deferred:
Federal	(148,359)	(78,804)	(60,780)
State	(22,357)	(18,189)	(6,080)
Foreign	(436)	(5,848)	(2,876)
Deferred income tax expense	(171,152)	(102,841)	(69,736)
Income tax expense (benefit)	$ (217,130)	$ (141,141)	$ 13,127

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INCOME TAXES (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Income Tax Disclosure [Abstract]
United States	$ (752,705)	$ (542,310)	$ 38,399
Foreign	3,816	(4,941)	(10,323)
Earnings (loss) before income taxes	$ (748,889)	$ (547,251)	$ 28,076

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INCOME TAXES (Details 3) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Jul. 29, 2017	Jan. 28, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Reconciliation of income tax (benefit) expense to the amount calculated based on the federal and state statutory rates
Income tax expense (benefit) at statutory rate				$ (262,111)	$ (191,538)	$ 9,827
State income taxes, net of federal income tax benefit				(21,132)	(15,480)	1,235
Impact of non-deductible expenses, including goodwill impairment				64,875	64,372	3,330
Tax expense (benefit) related to tax settlements and other changes in tax liabilities				(2,022)	(554)	(555)
Impact of foreign tax differential				51	377	(706)
Unbenefitted losses of foreign subsidiary				703	1,444	0
Other				2,506	238	(4)
Income tax expense (benefit)				$ (217,130)	$ (141,141)	$ 13,127
Effective tax rate				29.00%	25.80%	46.80%
Federal statutory tax rate				35.00%
Writedown of goodwill	$ 196,200	$ 0	$ 199,200	$ 196,164	$ 199,218
Effective tax rate, excluding goodwill impairment loss				39.30%	40.60%

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INCOME TAXES (Details 4) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
Deferred income tax assets:
Accruals and reserves	$ 34,727	$ 31,628
Employee benefits	179,565	202,778
Other	72,882	36,406
Total deferred tax assets	287,174	270,812
Deferred income tax liabilities:
Inventory	(13,264)	(10,125)
Depreciation and amortization	(322,184)	(285,563)
Intangible assets	(1,083,459)	(1,241,497)
Other	(25,100)	(30,420)
Total deferred tax liabilities	(1,444,007)	(1,567,605)
Net deferred income tax liability	(1,156,833)	$ (1,296,793)
Decrease in deferred tax liabilities	140,000
Decrease in deferred tax liabilities, related to intangible assets	117,400
Increase in deferred tax assets, related to NOL carryforward	$ 38,300

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INCOME TAXES (Details 5) $ in Millions	Jul. 29, 2017 USD ($)
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 97.7
Tax credit carryforward, amount	2.0
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	28.5
Tax credit carryforward, amount	1.7
Luxembourg
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	8.5
Valuation allowance, net operating loss carryforward	$ 8.5

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INCOME TAXES (Details 6) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
Income Tax Disclosure [Abstract]
Portion of unrecognized tax benefits which would impact effective tax rate, if recognized	$ 1,400
Liability for accrued interest and penalties	400	$ 400
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Balance at beginning of fiscal year	3,661	1,854
Gross amount of decreases for prior year tax positions	(3,005)	(1,290)
Gross amount of increases for current year tax positions	1,533	3,097
Balance at end of fiscal year	$ 2,189	$ 3,661

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EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions		12 Months Ended
	Jan. 01, 2011	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Defined contribution plans
Aggregate expense related to plans		$ 27.7	$ 28.0	$ 30.5
Maximum | RSP
Defined contribution plans
Employee's contribution eligible for employer match (as a percent)	6.00%
Employer matching contribution, percent of employees' contribution	75.00%

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EMPLOYEE BENEFIT PLANS (Details 2) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Obligations for employee benefit plans, included in other long-term liabilities
Pension Plan, net	$ 360,392	$ 426,760
Less: current portion	(7,803)	(7,345)
Long-term portion of benefit obligations	352,589	419,415
Pension Plan
Obligations for employee benefit plans, included in other long-term liabilities
Projected benefit obligation	620,900	683,493	$ 612,762
Less: Plan assets	(380,163)	(383,817)	(394,150)
Pension Plan, net	240,737	299,676
SERP Plan
Obligations for employee benefit plans, included in other long-term liabilities
Projected benefit obligation	112,739	118,484	111,157
Pension Plan, net	112,739	118,484
Postretirement Plan
Obligations for employee benefit plans, included in other long-term liabilities
Projected benefit obligation	6,916	8,600	$ 9,121
Pension Plan, net	$ 6,916	$ 8,600

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EMPLOYEE BENEFIT PLANS (Details 3) - USD ($)	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015	Jul. 31, 2017	Jul. 31, 2016
Projected benefit obligations:
Adjustments to benefit obligations recorded as increases to accumulated other comprehensive loss, before tax	$ 60,600,000
Adjustments to benefit obligations recorded as increases to accumulated other comprehensive loss, net of tax	36,800,000
Pension Plan
Projected benefit obligations:
Beginning of year	683,493,000	$ 612,762,000
Service cost	0	0
Interest cost	19,479,000	21,716,000	$ 25,527,000
Actuarial (gain) loss	(56,329,000)	72,786,000
Benefits paid, net	(25,743,000)	(23,771,000)
End of year	620,900,000	683,493,000	612,762,000
Expected benefit payments
Fiscal year 2018	28,299,000
Fiscal year 2019	29,578,000
Fiscal year 2020	30,708,000
Fiscal year 2021	31,856,000
Fiscal year 2022	32,958,000
Fiscal years 2023-2027	177,469,000
Changes in assets held
Fair value of assets at beginning of year	383,817,000	394,150,000
Actual return on assets	11,389,000	13,438,000
Benefits paid	(25,743,000)	(23,771,000)
Contributions	10,700,000	0
Fair value of assets at end of year	$ 380,163,000	383,817,000	394,150,000
Asset and target allocation by asset category
Target allocation for the next fiscal year (as a percent)	100.00%
Asset allocation (as a percent)					100.00%
Pension Plan | Equity securities
Asset and target allocation by asset category
Target allocation for the next fiscal year (as a percent)	60.00%
Asset allocation (as a percent)					59.00%
Pension Plan | Fixed income securities
Asset and target allocation by asset category
Target allocation for the next fiscal year (as a percent)	40.00%
Asset allocation (as a percent)					41.00%
SERP Plan
Projected benefit obligations:
Beginning of year	$ 118,484,000	111,157,000
Service cost	0	0
Interest cost	3,134,000	3,569,000	4,505,000
Actuarial (gain) loss	(3,270,000)	8,862,000
Benefits paid, net	(5,609,000)	(5,104,000)
End of year	112,739,000	118,484,000	111,157,000
Expected benefit payments
Fiscal year 2018	7,271,000
Fiscal year 2019	7,070,000
Fiscal year 2020	7,193,000
Fiscal year 2021	7,297,000
Fiscal year 2022	7,350,000
Fiscal years 2023-2027	35,680,000
Postretirement Plan
Projected benefit obligations:
Beginning of year	8,600,000	9,121,000
Service cost	1,000	3,000	11,000
Interest cost	219,000	285,000	451,000
Actuarial (gain) loss	(1,006,000)	(193,000)
Benefits paid, net	(898,000)	(616,000)
End of year	6,916,000	$ 8,600,000	$ 9,121,000
Expected benefit payments
Fiscal year 2018	532,000
Fiscal year 2019	490,000
Fiscal year 2020	439,000
Fiscal year 2021	448,000
Fiscal year 2022	427,000
Fiscal years 2023-2027	$ 2,034,000
Subsequent Event | Pension Plan
Asset and target allocation by asset category
Asset allocation (as a percent)				100.00%
Subsequent Event | Pension Plan | Equity securities
Asset and target allocation by asset category
Asset allocation (as a percent)				60.00%
Subsequent Event | Pension Plan | Fixed income securities
Asset and target allocation by asset category
Asset allocation (as a percent)				40.00%

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EMPLOYEE BENEFIT PLANS (Details 4) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Employee Benefit Plans
Amortization period for deferred realized gains and losses on plan assets	3 years
Excess of market related value over fair value of plan assets	$ 12,400
Pension Plan
Employee Benefit Plans
Service cost	0	$ 0
Interest cost	19,479	21,716	$ 25,527
Expected return on plan assets	(21,323)	(23,229)	(24,935)
Net amortization of (gains) losses	2,653	0	0
Expense (income) under plan	809	(1,513)	592
SERP Plan
Employee Benefit Plans
Service cost	0	0
Interest cost	3,134	3,569	4,505
Net amortization of (gains) losses	93	0	0
Expense (income) under plan	3,227	3,569	4,505
Postretirement Plan
Employee Benefit Plans
Service cost	1	3	11
Interest cost	219	285	451
Net amortization of (gains) losses	(585)	(582)	(372)
Expense (income) under plan	$ (365)	$ (294)	$ 90

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EMPLOYEE BENEFIT PLANS (Details 5) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Minimum
Employee Benefit Plans
Investments redemption frequency	1 day
Advance notice period for redemption of investments	3 days
Maximum
Employee Benefit Plans
Investments redemption frequency	3 years
Advance notice period for redemption of investments	180 days
Pension Plan
Fair value of plan assets by level, within the fair value hierarchy
Total investments	$ 380,163	$ 383,817	$ 394,150
Recurring basis | Pension Plan
Fair value of plan assets by level, within the fair value hierarchy
Total investments	380,163	383,817
Recurring basis | Pension Plan | Level 1
Fair value of plan assets by level, within the fair value hierarchy
Total investments	48,137	51,881
Recurring basis | Pension Plan | Level 2
Fair value of plan assets by level, within the fair value hierarchy
Total investments	104,692	103,831
Recurring basis | Pension Plan | Level 3
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Fixed income securities: Corporate debt securities
Fair value of plan assets by level, within the fair value hierarchy
Total investments	102,013	96,389
Recurring basis | Pension Plan | Fixed income securities: Corporate debt securities | Level 1
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Fixed income securities: Corporate debt securities | Level 2
Fair value of plan assets by level, within the fair value hierarchy
Total investments	102,013	96,389
Recurring basis | Pension Plan | Fixed income securities: Corporate debt securities | Level 3
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Fixed income securities: Mutual funds
Fair value of plan assets by level, within the fair value hierarchy
Total investments	22,096	22,987
Recurring basis | Pension Plan | Fixed income securities: Mutual funds | Level 1
Fair value of plan assets by level, within the fair value hierarchy
Total investments	22,096	22,987
Recurring basis | Pension Plan | Fixed income securities: Mutual funds | Level 2
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Fixed income securities: Mutual funds | Level 3
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Fixed income securities: U.S. government securities
Fair value of plan assets by level, within the fair value hierarchy
Total investments	26,041	28,894
Recurring basis | Pension Plan | Fixed income securities: U.S. government securities | Level 1
Fair value of plan assets by level, within the fair value hierarchy
Total investments	26,041	28,894
Recurring basis | Pension Plan | Fixed income securities: U.S. government securities | Level 2
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Fixed income securities: U.S. government securities | Level 3
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Other Investments
Fair value of plan assets by level, within the fair value hierarchy
Total investments	2,679	7,442
Recurring basis | Pension Plan | Other Investments | Level 1
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Other Investments | Level 2
Fair value of plan assets by level, within the fair value hierarchy
Total investments	2,679	7,442
Recurring basis | Pension Plan | Other Investments | Level 3
Fair value of plan assets by level, within the fair value hierarchy
Total investments	0	0
Recurring basis | Pension Plan | Equity securities: Common/collective trusts
Fair value of plan assets by level, within the fair value hierarchy
Investments measured at net asset value:	66,156	59,071
Recurring basis | Pension Plan | Equity securities: Hedge funds
Fair value of plan assets by level, within the fair value hierarchy
Investments measured at net asset value:	157,486	165,003
Recurring basis | Pension Plan | Equity securities: Limited partnership interests
Fair value of plan assets by level, within the fair value hierarchy
Investments measured at net asset value:	$ 3,692	$ 4,031

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EMPLOYEE BENEFIT PLANS (Details 6) - USD ($)				12 Months Ended
	Jul. 31, 2017	Jul. 31, 2016	Jul. 31, 2015	Jul. 29, 2017	Jul. 30, 2016
Pension Plan
Employee Benefit Plans
Employer contributions in period				$ 10,700,000	$ 0
Expected employer contribution in fiscal year 2018				$ 25,100,000
Assumptions of defined benefit plan, periodic expense
Discount rate		3.44%	4.30%
Expected long-term rate of return on plan assets		5.50%	6.00%	5.50%
Assumptions of defined benefit plan, health care cost trend rates
Period for increase or decrease in pension expense due to actual gain or loss on plan assets				22 years
SERP Plan
Assumptions of defined benefit plan, periodic expense
Discount rate		3.30%	4.15%
Postretirement Plan
Assumptions of defined benefit plan, periodic expense
Discount rate		3.33%	4.15%
Assumptions of defined benefit plan, health care cost trend rates
Initial health care cost trend rate		7.50%	7.50%
Ultimate health care cost trend rate		5.00%	5.00%
Subsequent Event | Pension Plan
Assumptions of defined benefit plan, periodic expense
Discount rate	3.80%
Expected long-term rate of return on plan assets	5.50%
Subsequent Event | SERP Plan
Assumptions of defined benefit plan, periodic expense
Discount rate	3.69%
Subsequent Event | Postretirement Plan
Assumptions of defined benefit plan, periodic expense
Discount rate	3.71%
Assumptions of defined benefit plan, health care cost trend rates
Initial health care cost trend rate	8.50%
Ultimate health care cost trend rate	5.00%

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands			1 Months Ended		2 Months Ended	12 Months Ended
	Feb. 11, 2016 plaintiff	Jun. 02, 2014 plaintiff	Sep. 30, 2017 objection	Jan. 31, 2014 claim	Apr. 30, 2014 claim	Jul. 29, 2017 USD ($)	Jul. 30, 2016 USD ($)	Aug. 01, 2015 USD ($)
Rent expense and related occupancy costs under operating leases
Minimum rent						$ 81,700	$ 81,300	$ 73,700
Contingent rent						20,400	21,900	27,700
Other occupancy costs						18,200	18,300	16,500
Amortization of deferred real estate credits						(4,200)	(2,100)	(800)
Total rent expense						116,100	$ 119,400	$ 117,100
Future minimum rental commitments, excluding renewal options, under non-cancelable leases
2018						86,500
2019						83,900
2020						76,000
2021						71,300
2022						68,300
Thereafter						1,668,800
Litigation
New claims filed (in plaintiffs or claims) | plaintiff	7
Other
Surety bonds						$ 3,400
Minimum
Leases
Operating leases, term of contract (in years)						5 years
Renewable terms of leases						3 years
Maximum
Leases
Operating leases, term of contract (in years)						99 years
Renewable terms of leases						80 years
The Cyber-Attack
Litigation
New claims filed (in plaintiffs or claims) | claim				3	3
Claims dismissed | claim					2
Number of plaintiffs | plaintiff		3
The Cyber-Attack | Subsequent Event
Litigation
Loss Contingency, Number of Objections | objection			2
Asset-Based Revolving Credit Facility
Other
Outstanding letters of credit						$ 1,800

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) $ in Thousands	12 Months Ended
	Jul. 29, 2017 USD ($)
Increase (Decrease) in Member Equity
Beginning balance	$ 943,131
Other comprehensive loss	48,388
Amounts reclassified from accumulated other comprehensive loss	4,022
Ending balance	466,652
Foreign Currency Translation Adjustments
Increase (Decrease) in Member Equity
Beginning balance	(19,168)
Other comprehensive loss	7,568
Amounts reclassified from accumulated other comprehensive loss	0
Ending balance	(11,600)
Unrealized Gains (Losses) on Financial Instruments
Increase (Decrease) in Member Equity
Beginning balance	(9,326)
Other comprehensive loss	8,698
Amounts reclassified from accumulated other comprehensive loss	4,022
Ending balance	3,394
Unfunded Benefit Obligations
Increase (Decrease) in Member Equity
Beginning balance	(87,347)
Other comprehensive loss	32,122
Amounts reclassified from accumulated other comprehensive loss	0
Ending balance	(55,225)
Accumulated other comprehensive earnings (loss)
Increase (Decrease) in Member Equity
Beginning balance	(115,841)
Ending balance	$ (63,431)

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STOCK-BASED AWARDS (Details) $ / shares in Units, $ in Millions			12 Months Ended
	Sep. 08, 2017	Oct. 27, 2016 $ / shares shares	Jul. 29, 2017 USD ($) $ / shares shares	Sep. 30, 2016 $ / shares shares
STOCK-BASED COMPENSATION
Number of shares repriced (in shares) | shares				18,225
Options exercisable at end of period (in dollars per share) | $ / shares			$ 692	$ 1,000
Awards granted (in shares) | shares			26,954
Restricted Stock
STOCK-BASED COMPENSATION
Awards granted (in shares) | shares		26,954
Put option, period following earnings release			14 days
Restricted stock, par value (in dollars per share) | $ / shares		$ 0.001
Award acceleration vesting threshold			12 months
Share based compensation liability | $			$ 1.2
NM Mariposa Holdings Inc | Co Invest Options
STOCK-BASED COMPENSATION
Exchange ratio			3.1
Exercise price, low end of range (in dollars per share) | $ / shares			$ 180
Exercise price, high end of range (in dollars per share) | $ / shares			$ 644
NM Mariposa Holdings Inc | Co Invest Options | Subsequent Event
STOCK-BASED COMPENSATION
Expiration period of non-qualified stock options granted	10 years
NM Mariposa Holdings Inc | Co Invest Options | Common Class A
STOCK-BASED COMPENSATION
Rolled over options that were converted (in shares) | shares			56,979
NM Mariposa Holdings Inc | Non Qualified Stock Option
STOCK-BASED COMPENSATION
Expiration period of non-qualified stock options granted			10 years
Minimum | Restricted Stock
STOCK-BASED COMPENSATION
Vesting period		3 years
Maximum | Restricted Stock
STOCK-BASED COMPENSATION
Vesting period		4 years

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STOCK-BASED AWARDS (Details 2) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 27, 2016	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015	Sep. 30, 2016
Deferred Compensation Share-based Arrangements, Liability, Current And Noncurrent [Roll Forward]
Stock option expense (benefit)		$ (1,160)	$ (10,373)	$ 83
Shares
Outstanding at beginning of period (in shares)		217,597
Granted (in shares)		9,971
Exercised (shares)		(609)
Forfeited (in shares)		(30,543)
Outstanding at end of period (in shares)		196,416	217,597
Options exercisable at end of fiscal period (in shares)		95,131
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)		$ 881
Granted (in dollars per share)		1,000
Exercised (in dollars per share)		180
Forfeited (in dollars per share)		1,004
Outstanding at end of period (in dollars per share)		854	$ 881
Options exercisable at end of period (in dollars per share)		$ 692			$ 1,000
Weighted Average Remaining Contractual Life
Outstanding at the end of period		5 years 1 month 6 days
Options exercisable at the end of period		3 years 4 months 24 days
Assumptions used to estimate the fair value for stock options at grant date
Weighted average exercise price (in dollars per share)		$ 1,000	$ 1,205	$ 1,166
Weighted term		5 years	5 years	5 years
Weighted average volatility (as a percent)		31.43%	29.43%	30.20%
Risk-free interest rate (as a percent)			1.33%
Dividend yield (as a percent)		0.00%	0.00%	0.00%
Weighted average grant date fair value (in dollars per share)		$ 149	$ 341	$ 343
Restricted stock outstanding
Beginning of period (in shares)		0
Granted (in shares)		26,954
Forfeited (in shares)		(5,599)
End of period (in shares)		21,355	0
Restricted stock weighted average grant date fair value
Beginning of period (in dollars per share)		$ 0
Granted (in dollars per share)		768
Forfeited (in dollars per share)		768
Ending of period (in dollars per share)		$ 768	$ 0
Stock Compensation Expense (Benefit)
Stock compensation expense (benefit)		$ (1,160)	$ (10,373)	$ 83
Equity Option
Deferred Compensation Share-based Arrangements, Liability, Current And Noncurrent [Roll Forward]
Balance at beginning of fiscal year		5,500	15,873
Stock option expense (benefit)		(2,337)	(10,373)	83
Reclassifications to equity		(2,995)	0
Balance at end of fiscal year		168	5,500	15,873
Stock Compensation Expense (Benefit)
Stock compensation expense (benefit)		(2,337)	(10,373)	83
Restricted Stock
Deferred Compensation Share-based Arrangements, Liability, Current And Noncurrent [Roll Forward]
Stock option expense (benefit)		1,177	0	0
Balance at end of fiscal year		1,200
Restricted stock outstanding
Granted (in shares)	26,954
Stock Compensation Expense (Benefit)
Stock compensation expense (benefit)		$ 1,177	$ 0	$ 0
Minimum
Assumptions used to estimate the fair value for stock options at grant date
Risk-free interest rate (as a percent)		1.27%		1.55%
Maximum
Assumptions used to estimate the fair value for stock options at grant date
Risk-free interest rate (as a percent)		1.88%		1.63%

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REVENUES (Details) - Sales Revenue, Net	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Revenues by merchandise category as a percentage of net sales
Product revenue as a percentage of net sales	100.00%	100.00%	100.00%
Women’s Apparel
Revenues by merchandise category as a percentage of net sales
Product revenue as a percentage of net sales	32.00%	32.00%	32.00%
Women’s Shoes, Handbags and Accessories
Revenues by merchandise category as a percentage of net sales
Product revenue as a percentage of net sales	29.00%	28.00%	28.00%
Men’s Apparel and Shoes
Revenues by merchandise category as a percentage of net sales
Product revenue as a percentage of net sales	12.00%	12.00%	12.00%
Cosmetics and Fragrances
Revenues by merchandise category as a percentage of net sales
Product revenue as a percentage of net sales	12.00%	11.00%	11.00%
Designer and Precious Jewelry
Revenues by merchandise category as a percentage of net sales
Product revenue as a percentage of net sales	9.00%	10.00%	10.00%
Home Furnishings and Decor
Revenues by merchandise category as a percentage of net sales
Product revenue as a percentage of net sales	5.00%	5.00%	5.00%
Other
Revenues by merchandise category as a percentage of net sales
Product revenue as a percentage of net sales	1.00%	2.00%	2.00%

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OTHER EXPENSES (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 30, 2016 USD ($)	Jul. 29, 2017 USD ($) position	Jul. 30, 2016 USD ($) position	Aug. 01, 2015 USD ($)
Other Income and Expenses [Abstract]
Expenses incurred in connection with strategic initiatives		$ 21,347	$ 24,318	$ 11,644
MyTheresa acquisition costs		3,286	4,443	19,414
Expenses related to Cyber-Attack, net of insurance recoveries		1,500	1,032	4,078
Net gain from facility closure	$ (5,600)	0	(5,577)	0
Other expenses		3,597	2,911	4,338
Total		$ 29,730	$ 27,127	$ 39,474
Number of positions eliminated | position		315	500
Severance costs		$ 7,200	$ 10,200

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CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) - Balance Sheet (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015	Aug. 02, 2014
Current assets:
Cash and cash equivalents	$ 49,239	$ 61,843	$ 72,974	$ 196,476
Credit card receivables	38,836	38,813
Merchandise inventories	1,153,657	1,125,325
Other current assets	137,118	108,065
Total current assets	1,378,850	1,334,046
Property and equipment, net	1,586,961	1,588,121
Goodwill	1,880,894	2,072,818	2,272,483
Other long-term assets	25,395	17,401
Total assets	7,703,516	8,256,888
Current liabilities:
Accounts payable	316,830	317,736
Accrued liabilities	456,937	492,646
Current portion of long-term debt	29,426	29,426
Total current liabilities	803,193	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	4,675,540	4,584,281
Deferred income taxes	1,156,833	1,296,793
Total long-term liabilities	6,433,671	6,473,949
Total member equity	466,652	943,131	1,413,744	1,432,594
Total liabilities and member equity	7,703,516	8,256,888
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes
Current assets:
Cash and cash equivalents	49,239	61,843	72,974	196,476
Credit card receivables	38,836	38,813
Merchandise inventories	1,153,657	1,125,325
Other current assets	137,118	108,065
Total current assets	1,378,850	1,334,046
Property and equipment, net	1,586,961	1,588,121
Intangible assets, net	2,831,416	3,244,502
Goodwill	1,880,894	2,072,818
Other long-term assets	25,395	17,401
Intercompany notes receivable		0
Investments in subsidiaries	0	0
Total assets	7,703,516	8,256,888
Current liabilities:
Accounts payable	316,830	317,736
Accrued liabilities	456,937	492,646
Current portion of long-term debt	29,426	29,426
Total current liabilities	803,193	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	4,675,540	4,584,281
Intercompany notes payable		0
Deferred income taxes	1,156,833	1,296,793
Other long-term liabilities	601,298	592,875
Total long-term liabilities	6,433,671	6,473,949
Total member equity	466,652	943,131
Total liabilities and member equity	7,703,516	8,256,888
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Company
Current assets:
Cash and cash equivalents	0	0	0	0
Credit card receivables	0	0
Merchandise inventories	0	0
Other current assets	0	0
Total current assets	0	0
Property and equipment, net	0	0
Intangible assets, net	0	0
Goodwill	0	0
Other long-term assets	0	0
Intercompany notes receivable		0
Investments in subsidiaries	466,652	943,131
Total assets	466,652	943,131
Current liabilities:
Accounts payable	0	0
Accrued liabilities	0	0
Current portion of long-term debt	0	0
Total current liabilities	0	0
Long-term liabilities:
Long-term debt, net of debt issuance costs	0	0
Intercompany notes payable		0
Deferred income taxes	0	0
Other long-term liabilities	0	0
Total long-term liabilities	0	0
Total member equity	466,652	943,131
Total liabilities and member equity	466,652	943,131
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | NMG
Current assets:
Cash and cash equivalents	28,301	39,791	53,162	195,004
Credit card receivables	35,091	35,165
Merchandise inventories	915,910	917,138
Other current assets	125,853	94,498
Total current assets	1,105,155	1,086,592
Property and equipment, net	1,333,487	1,440,968
Intangible assets, net	509,757	566,084
Goodwill	1,338,844	1,412,146
Other long-term assets	23,705	15,153
Intercompany notes receivable		0
Investments in subsidiaries	3,239,816	3,541,121
Total assets	7,550,764	8,062,064
Current liabilities:
Accounts payable	288,079	257,047
Accrued liabilities	350,773	373,108
Current portion of long-term debt	29,426	29,426
Total current liabilities	668,278	659,581
Long-term liabilities:
Long-term debt, net of debt issuance costs	4,675,540	4,584,281
Intercompany notes payable		0
Deferred income taxes	1,144,022	1,285,829
Other long-term liabilities	596,272	589,242
Total long-term liabilities	6,415,834	6,459,352
Total member equity	466,652	943,131
Total liabilities and member equity	7,550,764	8,062,064
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	649	936	706	1,368
Credit card receivables	0	0
Merchandise inventories	151,193	145,518
Other current assets	9,956	15,082
Total current assets	161,798	161,536
Property and equipment, net	149,932	144,186
Intangible assets, net	2,249,290	2,605,413
Goodwill	414,402	537,263
Other long-term assets	1,690	2,248
Intercompany notes receivable		196,686
Investments in subsidiaries	0	0
Total assets	2,977,112	3,647,332
Current liabilities:
Accounts payable	0	37,082
Accrued liabilities	74,832	70,488
Current portion of long-term debt	0	0
Total current liabilities	74,832	107,570
Long-term liabilities:
Long-term debt, net of debt issuance costs	0	0
Intercompany notes payable		0
Deferred income taxes	0	0
Other long-term liabilities	5,379	3,633
Total long-term liabilities	5,379	3,633
Total member equity	2,896,901	3,536,129
Total liabilities and member equity	2,977,112	3,647,332
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Non- Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	20,289	21,116	19,106	104
Credit card receivables	3,745	3,648
Merchandise inventories	86,554	62,669
Other current assets	1,896	1,256
Total current assets	112,484	88,689
Property and equipment, net	103,542	2,967
Intangible assets, net	72,369	73,005
Goodwill	127,648	123,409
Other long-term assets	0	0
Intercompany notes receivable		0
Investments in subsidiaries	0	0
Total assets	416,043	288,070
Current liabilities:
Accounts payable	28,751	23,607
Accrued liabilities	31,919	51,821
Current portion of long-term debt	0	0
Total current liabilities	60,670	75,428
Long-term liabilities:
Long-term debt, net of debt issuance costs	0	0
Intercompany notes payable		196,686
Deferred income taxes	12,811	10,964
Other long-term liabilities	(353)	0
Total long-term liabilities	12,458	207,650
Total member equity	342,915	4,992
Total liabilities and member equity	416,043	288,070
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Eliminations
Current assets:
Cash and cash equivalents	0	0	$ 0	$ 0
Credit card receivables	0	0
Merchandise inventories	0	0
Other current assets	(587)	(2,771)
Total current assets	(587)	(2,771)
Property and equipment, net	0	0
Intangible assets, net	0	0
Goodwill	0	0
Other long-term assets	0	0
Intercompany notes receivable		(196,686)
Investments in subsidiaries	(3,706,468)	(4,484,252)
Total assets	(3,707,055)	(4,683,709)
Current liabilities:
Accounts payable	0	0
Accrued liabilities	(587)	(2,771)
Current portion of long-term debt	0	0
Total current liabilities	(587)	(2,771)
Long-term liabilities:
Long-term debt, net of debt issuance costs	0	0
Intercompany notes payable		(196,686)
Deferred income taxes	0	0
Other long-term liabilities	0	0
Total long-term liabilities	0	(196,686)
Total member equity	(3,706,468)	(4,484,252)
Total liabilities and member equity	$ (3,707,055)	$ (4,683,709)

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) - Statement of Earnings (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jul. 29, 2017	Apr. 29, 2017	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues	$ 1,119,900	$ 1,111,400	$ 1,395,600	$ 1,079,100	$ 1,128,300	$ 1,169,300	$ 1,487,000	$ 1,164,900	$ 4,705,993	$ 4,949,472	$ 5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)									3,220,027	3,322,508	3,305,478
Selling, general and administrative expenses (excluding depreciation)									1,129,309	1,117,928	1,162,075
Income from credit card program									(60,082)	(60,648)	(52,769)
Depreciation expense									225,463	226,868	185,550
Other expenses									29,730	27,127	39,474
Impairment charges	357,000		153,800		466,200				510,736	466,155	0
Operating earnings (loss)									(453,221)	(261,655)	317,999
Interest expense, net									295,668	285,596	289,923
Earnings (loss) before income taxes									(748,889)	(547,251)	28,076
Income tax expense (benefit)									(217,130)	(141,141)	13,127
Net earnings (loss)	$ (366,300)	$ (24,900)	$ (117,100)	$ (23,500)	$ (407,300)	$ 3,800	$ 7,900	$ (10,500)	(531,759)	(406,110)	14,949
Total other comprehensive earnings (loss), net of tax									52,410	(64,613)	(33,799)
Total comprehensive earnings (loss)									(479,349)	(470,723)	(18,850)
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									4,705,993	4,949,472	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)									3,220,027	3,322,508	3,305,478
Selling, general and administrative expenses (excluding depreciation)									1,129,309	1,117,928	1,162,075
Income from credit card program									(60,082)	(60,648)	(52,769)
Depreciation expense									225,463	226,868	185,550
Amortization of intangible assets and favorable lease commitments									104,031	111,189	137,280
Other expenses									29,730	27,127	39,474
Impairment charges									510,736	466,155
Operating earnings (loss)									(453,221)	(261,655)	317,999
Interest expense, net									295,668	285,596	289,923
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									0	0	0
Earnings (loss) before income taxes									(748,889)	(547,251)	28,076
Income tax expense (benefit)									(217,130)	(141,141)	13,127
Net earnings (loss)									(531,759)	(406,110)	14,949
Total other comprehensive earnings (loss), net of tax									52,410	(64,613)	(33,799)
Total comprehensive earnings (loss)									(479,349)	(470,723)	(18,850)
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Company
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									0	0	0
Cost of goods sold including buying and occupancy costs (excluding depreciation)									0	0	0
Selling, general and administrative expenses (excluding depreciation)									0	0	0
Income from credit card program									0	0	0
Depreciation expense									0	0	0
Amortization of intangible assets and favorable lease commitments									0	0	0
Other expenses									0	0	0
Impairment charges									0	0
Operating earnings (loss)									0	0	0
Interest expense, net									0	0	0
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									531,759	406,110	(14,949)
Earnings (loss) before income taxes									(531,759)	(406,110)	14,949
Income tax expense (benefit)									0	0	0
Net earnings (loss)									(531,759)	(406,110)	14,949
Total other comprehensive earnings (loss), net of tax									52,410	(64,613)	(33,799)
Total comprehensive earnings (loss)									(479,349)	(470,723)	(18,850)
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | NMG
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									3,708,882	3,963,977	4,127,954
Cost of goods sold including buying and occupancy costs (excluding depreciation)									2,534,910	2,660,197	2,677,767
Selling, general and administrative expenses (excluding depreciation)									921,195	923,379	975,259
Income from credit card program									(54,623)	(55,070)	(47,434)
Depreciation expense									205,993	205,011	163,737
Amortization of intangible assets and favorable lease commitments									54,640	58,347	82,185
Other expenses									28,015	22,283	31,881
Impairment charges									510,736	466,155
Operating earnings (loss)									(491,984)	(316,325)	244,559
Interest expense, net									295,717	285,381	287,941
Intercompany royalty charges (income)									150,719	150,285	148,678
Equity in loss (earnings) of subsidiaries									(189,041)	(204,639)	(222,032)
Earnings (loss) before income taxes									(749,379)	(547,352)	29,972
Income tax expense (benefit)									(217,620)	(141,242)	15,023
Net earnings (loss)									(531,759)	(406,110)	14,949
Total other comprehensive earnings (loss), net of tax									44,842	(62,331)	(16,913)
Total comprehensive earnings (loss)									(486,917)	(468,441)	(1,964)
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Guarantor Subsidiaries
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									731,503	783,689	844,459
Cost of goods sold including buying and occupancy costs (excluding depreciation)									512,362	532,796	542,474
Selling, general and administrative expenses (excluding depreciation)									133,108	135,741	148,270
Income from credit card program									(5,459)	(5,578)	(5,335)
Depreciation expense									16,214	20,858	21,133
Amortization of intangible assets and favorable lease commitments									46,379	47,983	50,933
Other expenses									0	0	0
Impairment charges									0	0
Operating earnings (loss)									28,899	51,889	86,984
Interest expense, net									0	(8,080)	(165)
Intercompany royalty charges (income)									(150,719)	(150,285)	(148,678)
Equity in loss (earnings) of subsidiaries									0	0	0
Earnings (loss) before income taxes									179,618	210,254	235,827
Income tax expense (benefit)									0	0	0
Net earnings (loss)									179,618	210,254	235,827
Total other comprehensive earnings (loss), net of tax									0	0	0
Total comprehensive earnings (loss)									179,618	210,254	235,827
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Non- Guarantor Subsidiaries
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									265,608	201,806	122,674
Cost of goods sold including buying and occupancy costs (excluding depreciation)									172,755	129,515	85,237
Selling, general and administrative expenses (excluding depreciation)									75,006	58,808	38,546
Income from credit card program									0	0	0
Depreciation expense									3,256	999	680
Amortization of intangible assets and favorable lease commitments									3,012	4,859	4,162
Other expenses									1,715	4,844	7,593
Impairment charges									0	0
Operating earnings (loss)									9,864	2,781	(13,544)
Interest expense, net									(49)	8,295	2,147
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									0	0	0
Earnings (loss) before income taxes									9,913	(5,514)	(15,691)
Income tax expense (benefit)									490	101	(1,896)
Net earnings (loss)									9,423	(5,615)	(13,795)
Total other comprehensive earnings (loss), net of tax									7,568	(2,282)	(16,886)
Total comprehensive earnings (loss)									16,991	(7,897)	(30,681)
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Eliminations
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									0	0	0
Cost of goods sold including buying and occupancy costs (excluding depreciation)									0	0	0
Selling, general and administrative expenses (excluding depreciation)									0	0	0
Income from credit card program									0	0	0
Depreciation expense									0	0	0
Amortization of intangible assets and favorable lease commitments									0	0	0
Other expenses									0	0	0
Impairment charges									0	0
Operating earnings (loss)									0	0	0
Interest expense, net									0	0	0
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									(342,718)	(201,471)	236,981
Earnings (loss) before income taxes									342,718	201,471	(236,981)
Income tax expense (benefit)									0	0	0
Net earnings (loss)									342,718	201,471	(236,981)
Total other comprehensive earnings (loss), net of tax									(52,410)	64,613	33,799
Total comprehensive earnings (loss)									$ 290,308	$ 266,084	$ (203,182)

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) - Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jul. 29, 2017	Apr. 29, 2017	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)	$ (366,300)	$ (24,900)	$ (117,100)	$ (23,500)	$ (407,300)	$ 3,800	$ 7,900	$ (10,500)	$ (531,759)	$ (406,110)	$ 14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									354,004	362,629	347,390
Impairment charges	357,000		$ 153,800		466,200				510,736	466,155	0
Deferred income taxes									(171,152)	(102,841)	(69,736)
Payment-in-kind interest									16,599	0	0
Other									(3,244)	(11,945)	17,712
Net cash provided by (used for) operating activities									146,974	310,592	229,312
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(204,636)	(301,445)	(270,468)
Acquisition of MyTheresa									0	(896)	(181,727)
Net cash provided by (used for) investing activities									(204,636)	(302,341)	(452,195)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									889,000	555,000	530,000
Payment of contingent earn-out obligation									(22,857)	(27,185)	0
Debt issuance costs paid									(5,359)	0	(265)
Net cash provided by (used for) financing activities									40,358	(21,611)	100,308
Effect of exchange rate changes on cash and cash equivalents									4,700	2,229	(927)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(12,604)	(11,131)	(123,502)
Beginning balance				61,843				72,974	61,843	72,974	196,476
Ending balance	49,239				61,843				49,239	61,843	72,974
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									(531,759)	(406,110)	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									354,004	362,629	347,390
Impairment charges									510,736	466,155
Deferred income taxes									(171,152)	(102,841)	(69,736)
Payment-in-kind interest									16,599
Other									(3,244)	(11,945)	17,712
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									0	0	0
Changes in operating assets and liabilities, net									(28,210)	2,704	(81,003)
Net cash provided by (used for) operating activities									146,974	310,592	229,312
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(204,636)	(301,445)	(270,468)
Acquisition of MyTheresa										(896)	(181,727)
Investment in subsidiaries									0	0
Net cash provided by (used for) investing activities									(204,636)	(302,341)	(452,195)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									889,000	555,000	530,000
Repayment of borrowings									(820,426)	(549,426)	(429,427)
Payment of contingent earn-out obligation									(22,857)	(27,185)
Intercompany notes payable (receivable)										0	0
Debt issuance costs paid									(5,359)		(265)
Net cash provided by (used for) financing activities									40,358	(21,611)	100,308
Effect of exchange rate changes on cash and cash equivalents									4,700	2,229	(927)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(12,604)	(11,131)	(123,502)
Beginning balance				61,843				72,974	61,843	72,974	196,476
Ending balance	49,239				61,843				49,239	61,843	72,974
Reportable Legal Entities | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Company
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									(531,759)	(406,110)	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									0	0	0
Impairment charges									0	0
Deferred income taxes									0	0	0
Payment-in-kind interest									0
Other									0	0	0
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									531,759	406,110	(14,949)
Changes in operating assets and liabilities, net									0	0	0
Net cash provided by (used for) operating activities									0	0	0
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									0	0	0
Acquisition of MyTheresa										0	0
Investment in subsidiaries									0	0
Net cash provided by (used for) investing activities									0	0	0
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									0	0	0
Repayment of borrowings									0	0	0
Payment of contingent earn-out obligation									0	0
Intercompany notes payable (receivable)										0	0
Debt issuance costs paid									0		0
Net cash provided by (used for) financing activities									0	0	0
Effect of exchange rate changes on cash and cash equivalents									0	0	0
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									0	0	0
Beginning balance				0				0	0	0	0
Ending balance	0				0				0	0	0
Reportable Legal Entities | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | NMG
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									(531,759)	(406,110)	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									285,143	287,930	270,482
Impairment charges									510,736	466,155
Deferred income taxes									(172,611)	(97,167)	(62,143)
Payment-in-kind interest									16,599
Other									(5,172)	(18,505)	(5,265)
Intercompany royalty charges (income)									150,719	150,285	148,678
Equity in loss (earnings) of subsidiaries									(189,041)	(204,639)	(222,032)
Changes in operating assets and liabilities, net									59,095	126,863	11,467
Net cash provided by (used for) operating activities									123,709	304,812	156,136
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(171,372)	(254,094)	(248,286)
Acquisition of MyTheresa										0	0
Investment in subsidiaries									(27,042)	(30,204)
Net cash provided by (used for) investing activities									(198,414)	(284,298)	(248,286)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									889,000	555,000	530,000
Repayment of borrowings									(820,426)	(549,426)	(429,427)
Payment of contingent earn-out obligation									0	0
Intercompany notes payable (receivable)										39,459	(150,000)
Debt issuance costs paid									(5,359)		(265)
Net cash provided by (used for) financing activities									63,215	(33,885)	(49,692)
Effect of exchange rate changes on cash and cash equivalents									0	0	0
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(11,490)	(13,371)	(141,842)
Beginning balance				39,791				53,162	39,791	53,162	195,004
Ending balance	28,301				39,791				28,301	39,791	53,162
Reportable Legal Entities | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Guarantor Subsidiaries
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									179,618	210,254	235,827
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									62,593	68,841	72,066
Impairment charges									0	0
Deferred income taxes									0	0	0
Payment-in-kind interest									0
Other									2,400	(8,663)	1,821
Intercompany royalty charges (income)									(150,719)	(150,285)	(148,678)
Equity in loss (earnings) of subsidiaries									0	0	0
Changes in operating assets and liabilities, net									(67,800)	(74,438)	(140,710)
Net cash provided by (used for) operating activities									26,092	45,709	20,326
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(26,379)	(45,479)	(20,988)
Acquisition of MyTheresa										0	0
Investment in subsidiaries									0	0
Net cash provided by (used for) investing activities									(26,379)	(45,479)	(20,988)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									0	0	0
Repayment of borrowings									0	0	0
Payment of contingent earn-out obligation									0	0
Intercompany notes payable (receivable)										0	0
Debt issuance costs paid									0		0
Net cash provided by (used for) financing activities									0	0	0
Effect of exchange rate changes on cash and cash equivalents									0	0	0
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(287)	230	(662)
Beginning balance				936				706	936	706	1,368
Ending balance	649				936				649	936	706
Reportable Legal Entities | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Non- Guarantor Subsidiaries
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									9,423	(5,615)	(13,795)
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									6,268	5,858	4,842
Impairment charges									0	0
Deferred income taxes									1,459	(5,674)	(7,593)
Payment-in-kind interest									0
Other									(472)	15,223	21,156
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									0	0	0
Changes in operating assets and liabilities, net									(19,505)	(49,721)	48,240
Net cash provided by (used for) operating activities									(2,827)	(39,929)	52,850
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(6,885)	(1,872)	(1,194)
Acquisition of MyTheresa										(896)	(181,727)
Investment in subsidiaries									27,042	30,204
Net cash provided by (used for) investing activities									20,157	27,436	(182,921)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									0	0	0
Repayment of borrowings									0	0	0
Payment of contingent earn-out obligation									(22,857)	(27,185)
Intercompany notes payable (receivable)										(39,459)	150,000
Debt issuance costs paid									0		0
Net cash provided by (used for) financing activities									(22,857)	12,274	150,000
Effect of exchange rate changes on cash and cash equivalents									4,700	2,229	(927)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(827)	2,010	19,002
Beginning balance				21,116				19,106	21,116	19,106	104
Ending balance	20,289				21,116				20,289	21,116	19,106
Eliminations | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									342,718	201,471	(236,981)
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									0	0	0
Impairment charges									0	0
Deferred income taxes									0	0	0
Payment-in-kind interest									0
Other									0	0	0
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									(342,718)	(201,471)	236,981
Changes in operating assets and liabilities, net									0	0	0
Net cash provided by (used for) operating activities									0	0	0
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									0	0	0
Acquisition of MyTheresa										0	0
Investment in subsidiaries									0	0
Net cash provided by (used for) investing activities									0	0	0
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									0	0	0
Repayment of borrowings									0	0	0
Payment of contingent earn-out obligation									0	0
Intercompany notes payable (receivable)										0	0
Debt issuance costs paid									0		0
Net cash provided by (used for) financing activities									0	0	0
Effect of exchange rate changes on cash and cash equivalents									0	0	0
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									0	0	0
Beginning balance				$ 0				$ 0	0	0	0
Ending balance	$ 0				$ 0				$ 0	$ 0	$ 0

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) - Unrestricted Subsidiaries (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jul. 29, 2017	Apr. 29, 2017	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Total assets	$ 7,703,516				$ 8,256,888				$ 7,703,516	$ 8,256,888
Revenues	1,119,900	$ 1,111,400	$ 1,395,600	$ 1,079,100	1,128,300	$ 1,169,300	$ 1,487,000	$ 1,164,900	4,705,993	4,949,472	$ 5,095,087
Net earnings (loss)	(366,300)	$ (24,900)	$ (117,100)	$ (23,500)	$ (407,300)	$ 3,800	$ 7,900	$ (10,500)	(531,759)	$ (406,110)	$ 14,949
Reportable Legal Entities | Intercompany Note Payable | Non- Guarantor Subsidiaries
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net interest income									1,400
Reportable Legal Entities | Cash Pay Notes and PIK Toggle Notes | Unrestricted Subsidiary
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Total assets	415,974								415,974
Net assets	$ 137,661								137,661
Revenues									265,608
Net earnings (loss)									$ 3,700

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) - Balance Sheet (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015	Aug. 02, 2014
Current assets:
Cash and cash equivalents	$ 49,239	$ 61,843	$ 72,974	$ 196,476
Credit card receivables	38,836	38,813
Merchandise inventories	1,153,657	1,125,325
Other current assets	137,118	108,065
Total current assets	1,378,850	1,334,046
Property and equipment, net	1,586,961	1,588,121
Goodwill	1,880,894	2,072,818	2,272,483
Other long-term assets	25,395	17,401
Total assets	7,703,516	8,256,888
Current liabilities:
Accounts payable	316,830	317,736
Accrued liabilities	456,937	492,646
Current portion of long-term debt	29,426	29,426
Total current liabilities	803,193	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	4,675,540	4,584,281
Deferred income taxes	1,156,833	1,296,793
Total long-term liabilities	6,433,671	6,473,949
Total member equity	466,652	943,131	1,413,744	1,432,594
Total liabilities and member equity	7,703,516	8,256,888
2028 Debentures
Current assets:
Cash and cash equivalents	49,239	61,843	72,974	196,476
Credit card receivables	38,836	38,813
Merchandise inventories	1,153,657	1,125,325
Other current assets	137,118	108,065
Total current assets	1,378,850	1,334,046
Property and equipment, net	1,586,961	1,588,121
Intangible assets, net	2,831,416	3,244,502
Goodwill	1,880,894	2,072,818
Other long-term assets	25,395	17,401
Investments in subsidiaries	0	0
Total assets	7,703,516	8,256,888
Current liabilities:
Accounts payable	316,830	317,736
Accrued liabilities	456,937	492,646
Current portion of long-term debt	29,426	29,426
Total current liabilities	803,193	839,808
Long-term liabilities:
Long-term debt, net of debt issuance costs	4,675,540	4,584,281
Deferred income taxes	1,156,833	1,296,793
Other long-term liabilities	601,298	592,875
Total long-term liabilities	6,433,671	6,473,949
Total member equity	466,652	943,131
Total liabilities and member equity	7,703,516	8,256,888
2028 Debentures | Reportable Legal Entities | Company
Current assets:
Cash and cash equivalents	0	0	0	0
Credit card receivables	0	0
Merchandise inventories	0	0
Other current assets	0	0
Total current assets	0	0
Property and equipment, net	0	0
Intangible assets, net	0	0
Goodwill	0	0
Other long-term assets	0	0
Investments in subsidiaries	466,652	943,131
Total assets	466,652	943,131
Current liabilities:
Accounts payable	0	0
Accrued liabilities	0	0
Current portion of long-term debt	0	0
Total current liabilities	0	0
Long-term liabilities:
Long-term debt, net of debt issuance costs	0	0
Deferred income taxes	0	0
Other long-term liabilities	0	0
Total long-term liabilities	0	0
Total member equity	466,652	943,131
Total liabilities and member equity	466,652	943,131
2028 Debentures | Reportable Legal Entities | NMG
Current assets:
Cash and cash equivalents	28,301	39,791	53,162	195,004
Credit card receivables	35,091	35,165
Merchandise inventories	915,910	917,138
Other current assets	125,853	94,498
Total current assets	1,105,155	1,086,592
Property and equipment, net	1,333,487	1,440,968
Intangible assets, net	509,757	566,084
Goodwill	1,338,844	1,412,146
Other long-term assets	23,705	15,153
Investments in subsidiaries	3,239,816	3,541,121
Total assets	7,550,764	8,062,064
Current liabilities:
Accounts payable	288,079	257,047
Accrued liabilities	350,773	373,108
Current portion of long-term debt	29,426	29,426
Total current liabilities	668,278	659,581
Long-term liabilities:
Long-term debt, net of debt issuance costs	4,675,540	4,584,281
Deferred income taxes	1,144,022	1,285,829
Other long-term liabilities	596,272	589,242
Total long-term liabilities	6,415,834	6,459,352
Total member equity	466,652	943,131
Total liabilities and member equity	7,550,764	8,062,064
2028 Debentures | Reportable Legal Entities | Non- Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	20,938	22,052	19,812	1,472
Credit card receivables	3,745	3,648
Merchandise inventories	237,747	208,187
Other current assets	11,852	13,567
Total current assets	274,282	247,454
Property and equipment, net	253,474	147,153
Intangible assets, net	2,321,659	2,678,418
Goodwill	542,050	660,672
Other long-term assets	1,690	2,248
Investments in subsidiaries	0	0
Total assets	3,393,155	3,735,945
Current liabilities:
Accounts payable	28,751	60,689
Accrued liabilities	106,751	119,538
Current portion of long-term debt	0	0
Total current liabilities	135,502	180,227
Long-term liabilities:
Long-term debt, net of debt issuance costs	0	0
Deferred income taxes	12,811	10,964
Other long-term liabilities	5,026	3,633
Total long-term liabilities	17,837	14,597
Total member equity	3,239,816	3,541,121
Total liabilities and member equity	3,393,155	3,735,945
2028 Debentures | Eliminations
Current assets:
Cash and cash equivalents	0	0	$ 0	$ 0
Credit card receivables	0	0
Merchandise inventories	0	0
Other current assets	(587)	0
Total current assets	(587)	0
Property and equipment, net	0	0
Intangible assets, net	0	0
Goodwill	0	0
Other long-term assets	0	0
Investments in subsidiaries	(3,706,468)	(4,484,252)
Total assets	(3,707,055)	(4,484,252)
Current liabilities:
Accounts payable	0	0
Accrued liabilities	(587)	0
Current portion of long-term debt	0	0
Total current liabilities	(587)	0
Long-term liabilities:
Long-term debt, net of debt issuance costs	0	0
Deferred income taxes	0	0
Other long-term liabilities	0	0
Total long-term liabilities	0	0
Total member equity	(3,706,468)	(4,484,252)
Total liabilities and member equity	$ (3,707,055)	$ (4,484,252)

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) - Statement of Earnings (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jul. 29, 2017	Apr. 29, 2017	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues	$ 1,119,900	$ 1,111,400	$ 1,395,600	$ 1,079,100	$ 1,128,300	$ 1,169,300	$ 1,487,000	$ 1,164,900	$ 4,705,993	$ 4,949,472	$ 5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)									3,220,027	3,322,508	3,305,478
Selling, general and administrative expenses (excluding depreciation)									1,129,309	1,117,928	1,162,075
Income from credit card program									(60,082)	(60,648)	(52,769)
Depreciation expense									225,463	226,868	185,550
Other expenses									29,730	27,127	39,474
Impairment charges	357,000		153,800		466,200				510,736	466,155	0
Operating earnings (loss)									(453,221)	(261,655)	317,999
Interest expense, net									295,668	285,596	289,923
Earnings (loss) before income taxes									(748,889)	(547,251)	28,076
Income tax expense (benefit)									(217,130)	(141,141)	13,127
Net earnings (loss)	$ (366,300)	$ (24,900)	$ (117,100)	$ (23,500)	$ (407,300)	$ 3,800	$ 7,900	$ (10,500)	(531,759)	(406,110)	14,949
Total other comprehensive earnings (loss), net of tax									52,410	(64,613)	(33,799)
Total comprehensive earnings (loss)									(479,349)	(470,723)	(18,850)
2028 Debentures
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									4,705,993	4,949,472	5,095,087
Cost of goods sold including buying and occupancy costs (excluding depreciation)									3,220,027	3,322,508	3,305,478
Selling, general and administrative expenses (excluding depreciation)									1,129,309	1,117,928	1,162,075
Income from credit card program									(60,082)	(60,648)	(52,769)
Depreciation expense									225,463	226,868	185,550
Amortization of intangible assets and favorable lease commitments									104,031	111,189	137,280
Other expenses									29,730	27,127	39,474
Impairment charges									510,736	466,155
Operating earnings (loss)									(453,221)	(261,655)	317,999
Interest expense, net									295,668	285,596	289,923
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									0	0	0
Earnings (loss) before income taxes									(748,889)	(547,251)	28,076
Income tax expense (benefit)									(217,130)	(141,141)	13,127
Net earnings (loss)									(531,759)	(406,110)	14,949
Total other comprehensive earnings (loss), net of tax									52,410	(64,613)	(33,799)
Total comprehensive earnings (loss)									(479,349)	(470,723)	(18,850)
2028 Debentures | Reportable Legal Entities | Company
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									0	0	0
Cost of goods sold including buying and occupancy costs (excluding depreciation)									0	0	0
Selling, general and administrative expenses (excluding depreciation)									0	0	0
Income from credit card program									0	0	0
Depreciation expense									0	0	0
Amortization of intangible assets and favorable lease commitments									0	0	0
Other expenses									0	0	0
Impairment charges									0	0
Operating earnings (loss)									0	0	0
Interest expense, net									0	0	0
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									531,759	406,110	(14,949)
Earnings (loss) before income taxes									(531,759)	(406,110)	14,949
Income tax expense (benefit)									0	0	0
Net earnings (loss)									(531,759)	(406,110)	14,949
Total other comprehensive earnings (loss), net of tax									52,410	(64,613)	(33,799)
Total comprehensive earnings (loss)									(479,349)	(470,723)	(18,850)
2028 Debentures | Reportable Legal Entities | NMG
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									3,708,882	3,963,977	4,127,954
Cost of goods sold including buying and occupancy costs (excluding depreciation)									2,534,910	2,660,197	2,677,767
Selling, general and administrative expenses (excluding depreciation)									921,195	923,379	975,259
Income from credit card program									(54,623)	(55,070)	(47,434)
Depreciation expense									205,993	205,011	163,737
Amortization of intangible assets and favorable lease commitments									54,640	58,347	82,185
Other expenses									28,015	22,283	31,881
Impairment charges									510,736	466,155
Operating earnings (loss)									(491,984)	(316,325)	244,559
Interest expense, net									295,717	285,381	287,941
Intercompany royalty charges (income)									150,719	150,285	148,678
Equity in loss (earnings) of subsidiaries									(189,041)	(204,639)	(222,032)
Earnings (loss) before income taxes									(749,379)	(547,352)	29,972
Income tax expense (benefit)									(217,620)	(141,242)	15,023
Net earnings (loss)									(531,759)	(406,110)	14,949
Total other comprehensive earnings (loss), net of tax									44,842	(62,331)	(16,913)
Total comprehensive earnings (loss)									(486,917)	(468,441)	(1,964)
2028 Debentures | Reportable Legal Entities | Non- Guarantor Subsidiaries
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									997,111	985,495	967,133
Cost of goods sold including buying and occupancy costs (excluding depreciation)									685,117	662,311	627,711
Selling, general and administrative expenses (excluding depreciation)									208,114	194,549	186,816
Income from credit card program									(5,459)	(5,578)	(5,335)
Depreciation expense									19,470	21,857	21,813
Amortization of intangible assets and favorable lease commitments									49,391	52,842	55,095
Other expenses									1,715	4,844	7,593
Impairment charges									0	0
Operating earnings (loss)									38,763	54,670	73,440
Interest expense, net									(49)	215	1,982
Intercompany royalty charges (income)									(150,719)	(150,285)	(148,678)
Equity in loss (earnings) of subsidiaries									0	0	0
Earnings (loss) before income taxes									189,531	204,740	220,136
Income tax expense (benefit)									490	101	(1,896)
Net earnings (loss)									189,041	204,639	222,032
Total other comprehensive earnings (loss), net of tax									7,568	(2,282)	(16,886)
Total comprehensive earnings (loss)									196,609	202,357	205,146
2028 Debentures | Eliminations
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Revenues									0	0	0
Cost of goods sold including buying and occupancy costs (excluding depreciation)									0	0	0
Selling, general and administrative expenses (excluding depreciation)									0	0	0
Income from credit card program									0	0	0
Depreciation expense									0	0	0
Amortization of intangible assets and favorable lease commitments									0	0	0
Other expenses									0	0	0
Impairment charges									0	0
Operating earnings (loss)									0	0	0
Interest expense, net									0	0	0
Intercompany royalty charges (income)									0	0	0
Equity in loss (earnings) of subsidiaries									(342,718)	(201,471)	236,981
Earnings (loss) before income taxes									342,718	201,471	(236,981)
Income tax expense (benefit)									0	0	0
Net earnings (loss)									342,718	201,471	(236,981)
Total other comprehensive earnings (loss), net of tax									(52,410)	64,613	33,799
Total comprehensive earnings (loss)									$ 290,308	$ 266,084	$ (203,182)

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) - Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jul. 29, 2017	Apr. 29, 2017	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)	$ (366,300)	$ (24,900)	$ (117,100)	$ (23,500)	$ (407,300)	$ 3,800	$ 7,900	$ (10,500)	$ (531,759)	$ (406,110)	$ 14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									354,004	362,629	347,390
Impairment charges	357,000		$ 153,800		466,200				510,736	466,155	0
Deferred income taxes									(171,152)	(102,841)	(69,736)
Payment-in-kind interest									16,599	0	0
Other									(3,244)	(11,945)	17,712
Net cash provided by (used for) operating activities									146,974	310,592	229,312
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(204,636)	(301,445)	(270,468)
Acquisition of MyTheresa									0	(896)	(181,727)
Net cash provided by (used for) investing activities									(204,636)	(302,341)	(452,195)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									889,000	555,000	530,000
Payment of contingent earn-out obligation									(22,857)	(27,185)	0
Debt issuance costs paid									(5,359)	0	(265)
Net cash provided by (used for) financing activities									40,358	(21,611)	100,308
Effect of exchange rate changes on cash and cash equivalents									4,700	2,229	(927)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(12,604)	(11,131)	(123,502)
Beginning balance				61,843				72,974	61,843	72,974	196,476
Ending balance	49,239				61,843				49,239	61,843	72,974
2028 Debentures
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									(531,759)	(406,110)	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									354,004	362,629	347,390
Impairment charges									510,736	466,155
Deferred income taxes									(171,152)	(102,841)	(69,736)
Payment-in-kind interest									16,599
Other									(3,244)	(11,945)	17,712
Intercompany royalty income payable (receivable)									0	0	0
Equity in loss (earnings) of subsidiaries									0	0	0
Changes in operating assets and liabilities, net									(28,210)	2,704	(81,003)
Net cash provided by (used for) operating activities									146,974	310,592	229,312
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(204,636)	(301,445)	(270,468)
Acquisition of MyTheresa										(896)	(181,727)
Investment in subsidiaries									0	0
Net cash provided by (used for) investing activities									(204,636)	(302,341)	(452,195)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									889,000	555,000	530,000
Repayment of borrowings									(820,426)	(549,426)	(429,427)
Payment of contingent earn-out obligation									(22,857)	(27,185)
Intercompany notes payable (receivable)										0	0
Debt issuance costs paid									(5,359)		(265)
Net cash provided by (used for) financing activities									40,358	(21,611)	100,308
Effect of exchange rate changes on cash and cash equivalents									4,700	2,229	(927)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(12,604)	(11,131)	(123,502)
Beginning balance				61,843				72,974	61,843	72,974	196,476
Ending balance	49,239				61,843				49,239	61,843	72,974
Reportable Legal Entities | 2028 Debentures | Company
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									(531,759)	(406,110)	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									0	0	0
Impairment charges									0	0
Deferred income taxes									0	0	0
Payment-in-kind interest									0
Other									0	0	0
Intercompany royalty income payable (receivable)									0	0	0
Equity in loss (earnings) of subsidiaries									531,759	406,110	(14,949)
Changes in operating assets and liabilities, net									0	0	0
Net cash provided by (used for) operating activities									0	0	0
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									0	0	0
Acquisition of MyTheresa										0	0
Investment in subsidiaries									0	0
Net cash provided by (used for) investing activities									0	0	0
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									0	0	0
Repayment of borrowings									0	0	0
Payment of contingent earn-out obligation									0	0
Intercompany notes payable (receivable)										0	0
Debt issuance costs paid									0		0
Net cash provided by (used for) financing activities									0	0	0
Effect of exchange rate changes on cash and cash equivalents									0	0	0
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									0	0	0
Beginning balance				0				0	0	0	0
Ending balance	0				0				0	0	0
Reportable Legal Entities | 2028 Debentures | NMG
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									(531,759)	(406,110)	14,949
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									285,143	287,930	270,482
Impairment charges									510,736	466,155
Deferred income taxes									(172,611)	(97,167)	(62,143)
Payment-in-kind interest									16,599
Other									(5,172)	(18,505)	(5,265)
Intercompany royalty income payable (receivable)									150,719	150,285	148,678
Equity in loss (earnings) of subsidiaries									(189,041)	(204,639)	(222,032)
Changes in operating assets and liabilities, net									59,095	126,863	11,467
Net cash provided by (used for) operating activities									123,709	304,812	156,136
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(171,372)	(254,094)	(248,286)
Acquisition of MyTheresa										0	0
Investment in subsidiaries									(27,042)	(30,204)
Net cash provided by (used for) investing activities									(198,414)	(284,298)	(248,286)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									889,000	555,000	530,000
Repayment of borrowings									(820,426)	(549,426)	(429,427)
Payment of contingent earn-out obligation									0	0
Intercompany notes payable (receivable)										(39,459)	(150,000)
Debt issuance costs paid									(5,359)		(265)
Net cash provided by (used for) financing activities									63,215	(33,885)	(49,692)
Effect of exchange rate changes on cash and cash equivalents									0	0	0
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(11,490)	(13,371)	(141,842)
Beginning balance				39,791				53,162	39,791	53,162	195,004
Ending balance	28,301				39,791				28,301	39,791	53,162
Reportable Legal Entities | 2028 Debentures | Non- Guarantor Subsidiaries
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									189,041	204,639	222,032
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									68,861	74,699	76,908
Impairment charges									0	0
Deferred income taxes									1,459	(5,674)	(7,593)
Payment-in-kind interest									0
Other									1,928	6,560	22,977
Intercompany royalty income payable (receivable)									(150,719)	(150,285)	(148,678)
Equity in loss (earnings) of subsidiaries									0	0	0
Changes in operating assets and liabilities, net									(87,305)	(124,159)	(92,470)
Net cash provided by (used for) operating activities									23,265	5,780	73,176
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									(33,264)	(47,351)	(22,182)
Acquisition of MyTheresa										(896)	(181,727)
Investment in subsidiaries									27,042	30,204
Net cash provided by (used for) investing activities									(6,222)	(18,043)	(203,909)
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									0	0	0
Repayment of borrowings									0	0	0
Payment of contingent earn-out obligation									(22,857)	(27,185)
Intercompany notes payable (receivable)										39,459	150,000
Debt issuance costs paid									0		0
Net cash provided by (used for) financing activities									(22,857)	12,274	150,000
Effect of exchange rate changes on cash and cash equivalents									4,700	2,229	(927)
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									(1,114)	2,240	18,340
Beginning balance				22,052				19,812	22,052	19,812	1,472
Ending balance	20,938				22,052				20,938	22,052	19,812
Eliminations | 2028 Debentures
CASH FLOWS - OPERATING ACTIVITIES
Net earnings (loss)									342,718	201,471	(236,981)
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization expense									0	0	0
Impairment charges									0	0
Deferred income taxes									0	0	0
Payment-in-kind interest									0
Other									0	0	0
Intercompany royalty income payable (receivable)									0	0	0
Equity in loss (earnings) of subsidiaries									(342,718)	(201,471)	236,981
Changes in operating assets and liabilities, net									0	0	0
Net cash provided by (used for) operating activities									0	0	0
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures									0	0	0
Acquisition of MyTheresa										0	0
Investment in subsidiaries									0	0
Net cash provided by (used for) investing activities									0	0	0
CASH FLOWS - FINANCING ACTIVITIES
Borrowings under Asset-Based Revolving Credit Facility									0	0	0
Repayment of borrowings									0	0	0
Payment of contingent earn-out obligation									0	0
Intercompany notes payable (receivable)										0	0
Debt issuance costs paid									0		0
Net cash provided by (used for) financing activities									0	0	0
Effect of exchange rate changes on cash and cash equivalents									0	0	0
CASH AND CASH EQUIVALENTS
Increase (decrease) during the period									0	0	0
Beginning balance				$ 0				$ 0	0	0	0
Ending balance	$ 0				$ 0				$ 0	$ 0	$ 0

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jul. 29, 2017	Apr. 29, 2017	Jan. 28, 2017	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016	Jan. 30, 2016	Oct. 31, 2015	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Quarterly financial information
Revenues	$ 1,119,900	$ 1,111,400	$ 1,395,600	$ 1,079,100	$ 1,128,300	$ 1,169,300	$ 1,487,000	$ 1,164,900	$ 4,705,993	$ 4,949,472	$ 5,095,087
Gross profit	312,800	380,900	413,100	379,200	311,700	425,800	460,700	428,800	1,486,000	1,627,000
Net earnings (loss)	(366,300)	$ (24,900)	(117,100)	$ (23,500)	(407,300)	$ 3,800	$ 7,900	$ (10,500)	(531,759)	(406,110)	14,949
Goodwill	196,200		0		199,200				196,164	199,218
Long-lived assets	1,200		3,700		38,100				4,800	38,100
Impairment charges	357,000		153,800		466,200				510,736	466,155	$ 0
Tradenames
Quarterly financial information
Tradenames	$ 159,600		$ 150,100		$ 228,900				$ 309,744	$ 228,877

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SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Aug. 01, 2015
Reserve for estimated sales returns
Changes in valuation and qualifying accounts and reserves
Balance at Beginning of Period	$ 45,336	$ 44,046	$ 38,869
Additions, charged to costs and expenses	944,682	977,811	953,238
Additions, charged to other accounts	0	0	0
Deductions	(943,012)	(976,521)	(948,061)
Balance at End of Period	47,006	45,336	44,046
Reserves for self-insurance
Changes in valuation and qualifying accounts and reserves
Balance at Beginning of Period	36,197	37,943	38,732
Additions, charged to costs and expenses	69,095	75,821	76,306
Additions, charged to other accounts	0	0	0
Deductions	(68,747)	(77,567)	(77,095)
Balance at End of Period	$ 36,545	$ 36,197	$ 37,943

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SUBSEQUENT EVENTS - Narrative (Details)		12 Months Ended
	Sep. 12, 2017 position	Jul. 29, 2017 store
Subsequent Event [Line Items]
Number of stores closed | store		4
Subsequent Event
Subsequent Event [Line Items]
Number of positions eliminated | position	240