NEIMAN MARCUS GROUP LTD INC - Webinar Presentation: Robert C. Pike, Senior Industry Analyst May 13, 2014

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Webinar Presentation:

NEIMAN MARCUS GROUP LTD INC.

  Robert C. Pike, Senior Industry Analyst
               May 13, 2014

                CONFIDENTIAL
NEIMAN MARCUS
 Today’s Agenda

1. Economic Overview

2. Company Profile & 2Q14 Summary

3. Financial History

4. Key Developments & Dates in History

5. Strategic Initiatives

6. Issues, Observations & Conclusions

7. Q&A

 May 13, 2014              CONFIDENTIAL   2
ECONOMIC OVERVIEW
 U.S. Unemployment Rate

12%

10%

8%

6%

4%

2%

0%

 May 13, 2014             CONFIDENTIAL   3
ECONOMIC OVERVIEW
Consumer Confidence

May 13, 2014          CONFIDENTIAL   4
NEIMAN MARCUS
   Profile
• Founded: 1907 (Bergdorf Goodman: 1901)

• Business: Luxury fashion and specialty retailer

• HQ: Dallas, TX (approx. 15,700 employees as of 9/18/13)

• Store Count (a/o 2/1/14): 85 across the U.S.
   •   Change over Last 12 Months: +1.2% (net increase of one store)
   •   Change since 2009: +13.3% (net increase of 10 stores – all Last Call)
   •   Approximately 28% owned (90% of leased stores have terms over 25
       years)
   •   Formats:
        o   Neiman Marcus - 41 stores (avg 135K s.f.)
        o   Bergdorf Goodman – 2 stores (66K-250K s.f.)
        o   Last Call – 36 stores (off-price clearance merchandise – avg 26K s.f.)
        o   CUSP – 6 stores (youth-oriented contemporary fashion & accessories)

• Distribution Facilities: 4 distribution centers and 4 regional service
   centers
   May 13, 2014                           CONFIDENTIAL                          5
NEIMAN MARCUS
Profile
                        BUSINESS SEGMENTS

1. SPECIALTY RETAIL (75%-77% of sales; 68%-74% of Opg Income):
    • All brick-&-mortar retail stores

2. ONLINE (23%-25% of sales; 26%-32% of Opg Income):
    • Direct to consumer operations under the Neiman Marcus,
      Horchow, Bergdorf Goodman, Last Call and CUSP brand names
    • Operates all company websites:
        NeimanMarcus.com
        BergdorfGoodman.com
        LastCall.com
        Cusp.com
    • Email marketing
    • Traditional catalog business (approximately 40 million
      distributed in FY2013 – down 9.0% year over year)

N.B.: Last Call and CUSP account for less than 10.0% of total revenue.

 May 7, 2013                            CONFIDENTIAL                     6
NEIMAN MARCUS
    Profile, con’t.
• Product Mix:                                                    (% of Sales)
        Women’s Apparel                                  -             31%
        Women’s Shoes, Handbags, & Accessories           -             27%
        Men’s Apparel & Shoes                            -             12%
        Designer & Precious Jewelry                      -             12%
        Cosmetics & Fragrances                           -             11%
        Home Furnishings & Décor                         -              5%
        Other                                            -              2%

• Principal Competition: Saks, Nordstrom, Bloomingdale’s, Lord & Taylor,
    Barney’s, and other high-end specialty retailers and e-tailers (e.g., Gilt Group).

•   Target Market:
      The “Top 1%” and other affluent consumers (NM/BG).
      Aspirational, yet price-sensitive fashion-minded customers (Last Call).
      Young customers focused on contemporary fashion (CUSP).

• Brands: Neiman Marcus, Bergdorf Goodman, Horchow, Last Call, and CUSP.

    May 13, 2014                          CONFIDENTIAL                           7
NEIMAN MARCUS
 Profile, con’t.

                  Key Executives
  Name                                          Title

Karen W. Katz (joined 1985)         President, CEO & Director

James E. Skinner (joined 2001)           EVP, COO & CFO

James J. Gold (joined 1997)         Pres. of Neiman Marcus Group
                                    & Chief Merchandising Officer

John E. Koryl (joined 2011)         Pres. of Neiman Marcus Stores
                                              & Online

  May 13, 2014                   CONFIDENTIAL                   8
NEIMAN MARCUS
Profile, con’t.

                Key Shareholders
Ares Management LLC *

Canada Pension Plan Investment Board (“CPPIB”) *

* Together, Ares and CPPIB control effectively 100% of the company.

 May 13, 2014                         CONFIDENTIAL                    9
NEIMAN MARCUS
 2Q14 Summary – Operating Performance

• 2Q14 Total Revenue: $1,433MM [$4,779MM over last 12
  months]
   •   +5.2% YoY increase from 2Q13 [+6.4% YoY increase for LTM period]

• 2Q14 Same-Store Sales: +5.5% YoY change [+5.6% YTD]

• 2Q14 Gross Margin: 33.4% [vs. 32.4% in 2Q13]

• 2Q14 EBITDA: $188MM [$677MM over last 12 months]
   •   +8.8% increase from 2Q14 [+10.5% YoY increase for LTM period]

• 2Q14 EBITDA Margin: 13.3% [vs. 12.7% in 2Q13]

• 2Q14 Free Cash Flow: $201MM [vs. $161MM in 2Q13]

  May 13, 2014                         CONFIDENTIAL                       10
NEIMAN MARCUS
2Q14 Summary – Operating Performance

              OPERATING PERFORMANCE by SEGMENT

Revenue ($MM)              2Q14          2Q13       %-Chg
Specialty Retail          $1,071        $1,048       2.2%
Online                       362           315      15.1%
Total                     $1,433        $1,362       5.2%

Operating Income ($MM)
Specialty Retail           $ 115        $   107      8.0%
Online                        54             46     19.3%

Operating Margin
Specialty Retail             10.8%          10.2%    58 bps
Online                       15.0%          14.5%    54 bps

May 7, 2013              CONFIDENTIAL                    11
NEIMAN MARCUS
  2Q14 Summary – Operating Performance
• Revenue/Sales:
  •   Revenue and sales increased primarily b/c of higher same-store sales
      (the change in store base had a nominal impact).
  •   Despite bad weather in many regions, comp-store sales rose, with a
      2.6% increase at physical stores and double-digit growth in the e-
      commerce sector due to the company’s successful development and
      promotion of its online assortment.
  •   Top performing merchandise included:
         Ladies’ shoes
         Handbags
         Jewelry
         Accessories
         Beauty products
  •   Customers shifted increasingly to “casual luxury” merchandise (e.g.,
      Brunello Cucinelli; Moncler).
  •   But exclusive items at the highest end of the spectrum (e.g., Van Cleff
      & Arpels) also drew solid demand.
  •   Lifestyle-driven designer offerings have become more popular.
  •   Texas and Florida were the strongest performing regions.

  May 13, 2014                       CONFIDENTIAL                        12
NEIMAN MARCUS
  2Q14 Summary – Operating Performance
• Profitability:
   •   EBITDA increased on the strength of sales and higher gross margins.
   •   Gross margins increased due to fewer markdowns/promotions as well as
       positive leverage earned on relatively fixed occupancy and buying costs.
   •   However, free shipping and return policies implemented last October had
       the effect of pushing up delivery and processing costs, which prevented
       margins from advancing further.
   •   SG&A also increased faster than revenue, preventing greater improvement
       in operating margins. Marketing and other costs tied to e-commerce
       expansion as well as incentive compensation caused most of the rise in
       operating costs.
   •   Inventory increased >13.0% year over year, but mostly due to purchase-
       accounting adjustments related to the Ares/CPPIB acquisition.
   •   Lastly, credit card income (listed separately from revenue) increased
       6.3% to more than $15MM, thereby enhancing profitability.
• Free Cash Flow:
   •   CFO and FCF increased significantly despite a net loss of $68MM caused by
       >$110MM of N/C acquisition charges. FCF also was spurred by a $169MM
       reduction in working capital, mostly from inventory run-off. CAPX was flat,
       w/ most for renovations (i.e., Chicago store and BG men’s store).
   •   On an LTM basis, FCF was about $160MM (+59.0% year over year).

   May 13, 2014                         CONFIDENTIAL                          13
NEIMAN MARCUS
  2Q14 Summary - Liquidity

• Cash (a/o 2/1/14): $147MM [vs. $57MM a/o 1/26/13]
    •   Cash increased $90MM over the past twelve months thanks to FCF.

• R/C Available: $720MM of $800MM Asset-Based Revolving
  Credit Facility*, due 10/25/18 (Admin Agent = Deutsche Bank)

    •   No outstanding borrowings at the end of 2Q14.
    •   No letters of credit issued.

• Total Liquidity: $867MM [vs. $667MM a/o 1/26/13]

* The facility is subject to a borrowing base consisting of 90% of eligible inventory, 90%
of amounts owed by credit card processors on eligible credit card accounts, and 100% of
segregated cash held in a restricted deposit account, less certain reserves. Collateral =
first lien on substantially all assets of the company. A minimum availability test requires
that availability at all times exceed the greater of (a) 10% of the lesser of (1) the
aggregate commitment and (2) the borrowing base, and (b) $50MM.

  May 13, 2014                              CONFIDENTIAL                                 14
NEIMAN MARCUS
 2Q14 Summary – Debt & Leverage

• Debt: $4,628MM [vs. $2,705MM a/o 1/26/13]

• Net Debt: $4,481MM [vs. $2,648MM a/o 1/26/13]
  •   Net Debt increased approximately $1.8 billion over the past twelve
      months solely b/c of the Ares/CPPIB acquisition.

• Rent-Adj Debt-to-EBITDAR: 7.0x [vs. 4.9x a/o 1/26/13]

• Principal Components of Debt
  •   $2,943MM Sr Secured Term Loan, due October 25, 2020
  •   $ 960MM 8.0% Sr Cash Pay Notes, due October 15, 2021
  •   $ 600MM 8.75%/9.50% Sr PIK Toggle Notes, due October 15, 2021
  •   $ 125MM Debentures, due June 1, 2028

  N.B.: Only $29.5MM of debt is due within the next twelve months representing
  amortization of the Sr Secured Term Loan.

 May 13, 2014                           CONFIDENTIAL                             15
NEIMAN MARCUS
     2Q14 Summary – Other Items
    Principal Off-Balance Sheet Commitments & Contingencies

•    Purchasing Commitments (incl. CAPX):              $1,382MM
•    Operating Leases (minimum payments):              $ 915MM
•    Interest Expense:                                 $ 720MM
•    Under-Funded Pension & Postretirement Benefits:   $ 225MM
                                                 Total: $3,242MM

                        GCS Rating/Outlook

•    High Risk, “E”/Stable Outlook

     Reasons: High leverage, risks of private-equity ownership
     (especially special dividends), and limited asset protection,
     offset by leading market position in upscale category, steady
     operating improvement, historical free cash flow generation
     and strong e-commerce presence.
     May 13, 2014                  CONFIDENTIAL                      16
NEIMAN MARCUS

               Financial History

May 13, 2014           CONFIDENTIAL   17
NEIMAN MARCUS
         Financial History - Revenue ($ in MMs)
$6,000

$5,000

$4,000

$3,000

$2,000

$1,000

   $-
            FY2009         FY2010         FY2011         FY2012         FY2013         LTM 2/1/14
 N.B.: Steady increase based on S/S sales growth following 21% drop in total and S/S sales between
 FY2008 and FY2009. Expansion of Last Call stores had minor impact. Sales per s.f. rose 16.2% over
 past five years w/ only one down year in FY2010.
         May 13, 2014                          CONFIDENTIAL                                  18
NEIMAN MARCUS
       Financial History - EBITDA ($ in MMs)
$800

$700

$600

$500

$400

$300

$200

$100

 $0
            FY2009       FY2010         FY2011           FY2012         FY2013        LTM 2/1/14
 N.B.: Steady improvement reflects positive operating leverage from S/S sales growth and strong
 rebound in gross margins from roughly 30.0% to almost 36.0%. But SG&A has started to grow
 faster than sales due to heavy spending on marketing and other online-related investments.
       May 13, 2014                              CONFIDENTIAL                                 19
NEIMAN MARCUS
    Financial History - EBITDA Margin
16.0%

14.0%

12.0%

10.0%

 8.0%

 6.0%

 4.0%

 2.0%

 0.0%
          FY2009         FY2010         FY2011          FY2012        FY2013       LTM 2/1/14

    N.B.: Margin growth reflects operating leverage and gross margin improvement. Gross
    margins driven by lower markdowns and leverage against buying/occupancy costs. But
    leveling-off illustrates growing operating cost pressure from online operations.
    May 13, 2014                                 CONFIDENTIAL                               20
NEIMAN MARCUS
       Financial History - Free Cash Flow ($ in MMs)
$250

$200

$150

$100

 $50

  $0
           FY2009         FY2010           FY2011            FY2012           FY2013        LTM 2/1/14
  N.B.: CAPX was cut in half in FY2010 before re-investment picked up again the following year.
  FY2009 FCF was hurt by heavy CAPX and deferred tax payments as well as the recession’s impact.
  Recent decline caused by certain acquisition costs (e.g., prof’l fees; termination of TPG/WP mgmt
  K) and incremental debt service. W/C has been generally stable (i.e., ann’l change = $40-$50MM).
     May 13, 2014                                 CONFIDENTIAL                                      21
NEIMAN MARCUS
      Financial History - Inventory Turnover
3.5

3.0

2.5

2.0

1.5

1.0

0.5

0.0
           FY2009        FY2010         FY2011          FY2012         FY2013         YTD2014
N.B.: Consistency of turnover reflects effective merchandise management even w/ online expansion.

      May 13, 2014                               CONFIDENTIAL                                22
NEIMAN MARCUS
       Financial History - Payable Days
50.0

45.0

40.0

35.0

30.0

25.0

20.0

15.0

10.0

 5.0

  -
            FY2009       FY2010         FY2011          FY2012         FY2013        YTD2014

N.B.: Payment of trade creditors has been reasonably stable between 35 and 45 days. Note that the
years of shorter payment periods correlate with lower free cash flow (i.e., FY2009 and last LTM).

       May 13, 2014                              CONFIDENTIAL                                  23
NEIMAN MARCUS
   Financial History – Cash & Equivalents ($ in MMs)
$450

$400

$350

$300

$250

$200

$150

$100

 $50

  $0
            FYE2009      FYE2010         FYE2011          FYE2012        FYE2013        2/1/2014

N.B.: Cash levels have been reasonably healthy, except at the end of FY2012 following the special
dividend to the former owners, TPG and Warburg Pincus.
       May 13, 2014                                CONFIDENTIAL                                24
NEIMAN MARCUS
         Financial History - Debt ($ in MMs)
$5,000

$4,500

$4,000

$3,500

$3,000

$2,500

$2,000

$1,500

$1,000

 $500

   $0
              FYE2009     FYE2010         FYE2011          FYE2012       FYE2013        2/1/2014
N.B.: Despite steady, ample FCF generation, not much debt reduction occurred under former owners.
With Ares/CPPIB purchase, debt’s now about $1.4 billion, or 44%, higher than at time of TPG/WP
acquisition in 2005.

         May 13, 2014                               CONFIDENTIAL                              25
NEIMAN MARCUS
       Financial History - Rent-Adjusted Leverage
12.0

10.0

 8.0

 6.0

 4.0

 2.0

  -
           FYE2009        FYE2010          FY2011           FYE2012         FYE2013         2/1/2014

 N.B.: Increase in acquisition debt explains recent jump in leverage, but still below double-digit peaks
 of the credit crisis. R/A Leverage at time of TPG/Ares acquisition was approximately 6.2x EBITDAR.

       May 13, 2014                                 CONFIDENTIAL                                  26
NEIMAN MARCUS
Key Developments & Dates in History
•   1907: Company founded by Herbert Marcus, Sr., his sister Carrie,
    and her then-husband, A.L. Neiman.

•   1928: Marcus family assumed full control after Carrie and A.L.
    divorce.

•   1971: Opened the first store outside of Texas in Bal Harbour, Florida.

•   1972: Carter Hawley Hale bought Bergdorf Goodman.

•   1984: Started “InCircle,” the industry’s first customer loyalty
    program.

•   1987: General Cinema (now Harcourt General) bought Bergdorf
    Goodman and Neiman Marcus

•   1999: Harcourt General spun off Neiman Marcus and Bergdorf
    Goodman as a separate company.

•   1999: Launched the NeimanMarcus.com website.
May 13, 2014                        CONFIDENTIAL                       27
NEIMAN MARCUS
Key Developments & Dates in History, con’t.
 •   2005: TPG and Warburg Pincus acquired the company in a
     leveraged buyout.

 •   2006: Opened the first CUSP store.

 •   2010: Promoted Karen Katz to the position of president and CEO,
     the first female chief of the company.

 •   March 2012: Paid a $449MM special dividend to its shareholders.

 •   March 2012: Made the first of several investments in Glamour Sales
     Holdings, owner/operator of flash-sale websites in Asia, in an effort
     to establish a direct presence in the China e-commerce market with
     a dedicated website.

 •   May 2012: The company’s credit card program was assigned from
     HSBC to Capital One, with contract expiration subsequently
     extended to no earlier than 2020.

May 13, 2014                        CONFIDENTIAL                        28
NEIMAN MARCUS
Key Developments & Dates in History, con’t.
 •   July 2012: Embarked on a partnership w/ Target, whereby they
     agreed to offer a joint product line of select merchandise in an
     attempt to attract younger shoppers and exploit certain sourcing and
     production capabilities.

 •   October 2012: Began major renovation of its flagship Chicago store,
     expected to last two years.

 •   May 2013: Rejected a proposed merger with Saks sponsored by
     Kohlberg Kravis Roberts.

 •   May 2013: Effectively ended its direct e-commerce venture in China,
     opting instead to sell to customers in that country through it existing
     primary website and fulfilling orders from the U.S.

 •   3Q2013: Launched a partnership w/ Borderfree, allowing the
     company to ship online merchandise to customers in >100 countries.

 •   3Q2013: Opened a new state-of-the-art distribution center in
     Pennsylvania that replaced another facility in New Jersey.

May 13, 2014                         CONFIDENTIAL                        29
NEIMAN MARCUS
Key Developments & Dates in History, con’t.
•   September 2013: Agreed to sell the company to Ares and CPPIB for
    approximately $6.2 billion, thereby terminating plans to pursue an
    IPO initiated just a few months earlier.

•   October 2013: Announced free shipping and return policies for all
    domestic online and in-store purchases on a year-round basis.

•   October 2013: Launched $100MM program to expand omni-channel
    capabilities over the next 3-5 years, including a new single-platform
    merchandising system called “NMG One.”

•   October 2013: Completed the acquisition by Ares and CPPIB.

•   February 2014: Launched the new “NM” shopping app for iPhones,
    allowing customers to, among other things shop, communicate w/
    sales associates, keep track of reward programs, and read the
    company blog.

•   March 2014: Amended Sr Secured Term Loan to lower pricing.

•   April 2014: Sold its 44% stake in Glamour Sales Holdings.
May 13, 2014                        CONFIDENTIAL                        30
NEIMAN MARCUS
Key Developments & Dates in History, con’t.
                 UPDATE on CYBER-SECURITY ATTACK

 •   In January 2014, the company disclosed that hackers had gained access
     to its computer systems, downloaded malicious malware and stolen
     proprietary information from certain customer credit card accounts.
 •   The period of exposure, or “incubation period,” ran from July 16, 2013,
     through October 30, 2013.
 •   Initial estimates of approximately 1.1 million at-risk customers were
     subsequently reduced to about 350,000.
 •   Only about 9,200 customer cards were used in fraudulent transactions,
     none of which involved Neiman Marcus’ proprietary cards.
 •   NO social security numbers or birth dates were compromised.
     Additionally, no PINS were at risk since the company does not use PIN
     technology in its stores.
 •   Not all stores were impacted, and NO online customers were exposed.
 •   The company’s notified all in-store and online customers that shopped
     during 2013 of the incident.
 •   In response and compensation, the company’s offered one year of free
     credit monitoring and identity-theft protection.
 •   To date, three lawsuits have been filed against the company, but
     prospective damages are uncertain at this time.

May 13, 2014                         CONFIDENTIAL                         31
NEIMAN MARCUS
Key Developments & Dates in History, con’t.

                         STORE RENOVATIONS

 •   Chicago, IL (Michigan Avenue flagship): in final stages of
     completion, scheduled for June 2014.

 •   Oak Brook, IL: store remodeling commenced in April 2014, with
     completion targeted for the end of 2014.

 •   Palo Alto, CA: extensive renovation planned to begin in Fall 2014,
     with completion by Spring 2016.

 •   Bergdorf Goodman’s men’s store (NYC): recently updated.

May 13, 2014                        CONFIDENTIAL                          32
NEIMAN MARCUS
Strategic Initiatives
•   Maintain Focus on Luxury Apparel & Accessories Segment of Retail
    Industry:
      Partner with most elite established and emerging fashion
       vendors such as Chanel, Gucci, Giorgio Armani, Brioni, Van Cleef
       & Arpels and Tom Ford, among others.
      Offer limited distribution of merchandise intended to maximize
       exclusivity and premium pricing, while developing concepts
       intended to attract younger, aspirational, but more price-
       sensitive clientele.
      Heavy emphasis on providing the highest level of customer
       service.
      Each store strategically located and individually designed to
       cater to unique characteristics of its market with high-end
       finishings, artwork and, often, restaurants. Most importantly,
       highly curated merchandise assortments are customized at the
       store level based on local market research and online data
       analytics.
      Sales per square feet >$550 exceeds that of virtually all other
       luxury and premium multi-branded retailers.
      “InCircle” Loyalty Program: 40% of total revenue generated
       from 143,000 members in FY2013.
May 13, 2014                      CONFIDENTIAL                       33
NEIMAN MARCUS
Strategic Initiatives, con’t.
•     Omni-Channel Business Model:
        Invest $100MM over 3-5 years in technology to advance
         customers’ ability to “shop anywhere, anytime, on any device,”
         establishing a “seamless” shopping experience across all
         channels.
        Objective: Optimize customers’ recognition of company brands
         and strengthen their relationship with the company.
        New NMG One merchandising platform will combine all brands
         and channels to improve customer access to all inventory.
        Online sales as a percentage of total revenue is the highest of all
         department stores covered by Global Credit.
        10-Yr Online Sales CAGR: approximately 15%.
        Maintain physical presence in major U.S. markets, especially
         “gate-way” cities that draw people from around the world.
        Fill the geographic “void” between affluent regions with heavy
         promotion of e-commerce sites. Approximately 40% of online
         customers were located outside the trade areas of full-line
         stores in FY2013.
        Distribution partnerships (e.g., Borderfree) extend the
         company’s market to >100 countries.
        Online promotions drive customer traffic to retail stores.
    May 13, 2014                      CONFIDENTIAL                        34
NEIMAN MARCUS
Strategic Initiatives, con’t.
•     Enhanced Technology Efforts:
        Company’s been a leader in developing the most up-to-date online
         and mobile capabilities to complement in-store operations (e.g.,
         new “NM” iPhone app; 2-hour in-store pickup for online orders).
        All store associates carry iPhones. >75% communicate w/
         customers by texting. Email sent regularly to over 6MM contacts.
        All stores have iPad Lookbooks in select departments to facilitate
         browsing and shopping.

•     Combining Store and Online Management:
        Acknowledging the blurring lines between traditional retail and e-
         commerce, the company recently made senior management
         changes reflecting its commitment to manage the two units jointly.
        Jim Gold, president of Specialty Retail, was named president of the
         Neiman Marcus Group and chief merchandising officer.
        John Koryl, president of Neiman Marcus Direct, was named
         president of Neiman Marcus stores and online.
        Divisional merchandise managers for certain product categories
         will now be responsible for both store and online product offerings.
        Better alignment of store and online merchandise mix facilitates
         omni-channel capabilities (e.g., “buy online/ship from store”).
    May 13, 2014                      CONFIDENTIAL                       35
NEIMAN MARCUS
Strategic Initiatives, con’t.

•   Modernizing the Brand:
      Objective: To increase traffic and transactions by reaching a
       new set of younger customers.
      The company’s launched VISA and MasterCard acceptance in its
       stores in an effort to sign up more customers.
      Expanding social media presence through Facebook (600,000
       “fans”), Twitter (>85,000 followers), Pinterest (>22,000
       followers) and the company’s new “NM Daily Blog,” which
       publishes fashion and lifestyle posts (>800,000 visits).
      Contemporary departments were rebranded under the CUSP
       name in 2012.
      Last Call: experimenting with new smaller “Studio” format with
       modified merchandise mix that goes beyond NM/BG clearance.
       Six already exist with six more planned by the end of 2014.

May 13, 2014                     CONFIDENTIAL                      36
NEIMAN MARCUS
Issues, Observations & Conclusions
 •   Private-Equity Ownership & Leverage:
       Company acquired at high price.
       Undue reliance on debt to fund acquisition.
       Cost structure burdened with management fees charged for
         dubious services.
       Risk of special dividends or dividend recaps are ever-present,
         especially with liberal capital markets - has the tendency to
         effectively moot the progress the company’s made (e.g.,
         TPG/WP dividend in 2012).
       Leverage likely to stay high, creating chronic competitive
         disadvantage (i.e., company more vulnerable in economic
         downturn).
       Cash flows will be compressed by additional debt service unless
         company can expand on already industry-leading margins.
       Private equity shops typically seek to grow their investments
         quickly and cash out within 5 years so their interests may not be
         entirely aligned with the longer term interests of the company.
         Example: building stores simply for the sake of top-line growth
         without regard to the risk of cannibalization and reduced
         profitability and cash flow.

May 13, 2014                        CONFIDENTIAL                       37
NEIMAN MARCUS
Issues, Observations & Conclusions, con’t.
 •   Financial Condition:
        Strong historical operating performance, but Ares/CPPIB has
         left company over-leveraged.
        Company weathered last recession acceptably despite 21%
         sales drop in FY2009. But another significant downturn could
         test the balance sheet since debt is much higher now.
        Free cash flow also will be challenged by higher debt service
         and CAPX ($170-$180MM for FY2014 vs. $147MM in FY2013).
        Other high-end retailers are feeling the pinch on profitability
         (e.g., Saks prior to Hudson’s Bay buyout; Lord & Taylor, too).

 • Scale:
      With fewer than 100 stores, the company does not have the
       economies of scale of other larger department store chains.
      Its high-end niche focus and e-commerce business
       compensate, but pressure may grow to expand, which might
       risk diluting the brand.
      Rapid store growth through Last Call openings over past four
       years has had minimal benefit. Together with CUSP, this off-
       price format comprises almost 50% of store base, yet
       generates less than 10% of revenue.
      Meanwhile, the full-line formats have remained static at 41.
May 13, 2014                        CONFIDENTIAL                       38
NEIMAN MARCUS
Issues, Observations & Conclusions, con’t.
 •   The Company’s Not Perfect:
       Despite a well-seasoned, highly regarded management team,
         mistakes have been made.
       Missteps:
          1. NM/Target Holiday Collection in 2012 – less than
             enthusiastic response from customers on both sides.
          2. Investment in separate China website through Glamour
             Sales Holdings. Sales to customers in Asia now handled
             through primary company website. Losses were regularly
             recognized on Glamour investment until recent sale.

 • Backlash from Cyberattack:
      Despite last quarter’s favorable financial performance, it’s still
       too early to tell what the long-term impact on customer behavior
       might be.
      The privacy breach could result in customer attrition or reduced
       use of credit cards, which would adversely affect sales and
       profitability. Cardholders typically shop more frequently and
       spend more than non-cardholders. Last year, approximately
       40% of total revenue came from the company’s proprietary
       cardholders.

May 13, 2014                       CONFIDENTIAL                      39
NEIMAN MARCUS
Issues, Observations & Conclusions, con’t.

    Company’s response has met with mixed reviews. Its offer of free
     credit monitoring and identity-theft protection to both affected and
     unaffected customers has been considered inadequate by industry
     commentators.

• What Does the Future Hold?:
    Notwithstanding the new owners, there’s been no change in the
      executive suite, so no significant change in existing business
      model is expected.
    E-commerce will continue to be a source of growth, but how much
      more penetration is possible?
    Will new owners push for more emphasis on development of
      brick-&-mortar stores? Historically, this has been a common
      strategy pursued by private-equity investors in the retail industry
      (e.g., Gordmans; Burlington Coat). But, traditionally, the
      company’s exercised great restraint, at least with respect to full-
      line stores.
    Might the company sell itself again? Hudson’s Bay is rumored to
      be interested. A “quick flip” by Ares/CPPIB is not infeasible.
    Regardless, FCF will be much more constrained in coming periods.

May 13, 2014                      CONFIDENTIAL                       40
NEIMAN MARCUS
    Comparable Company Analysis

                                               COMPARABLE-COMPANY ANALYSIS
                                    Revenue       EBITDA      EBITDA        Cash           Debt        R/A    Inventory          GCS
    Company          Stores          ($MM)        ($MM)       Margin       ($MM)          ($MM)      Leverage    T.O.           Rating

Neiman Marcus            85     $     4,779.2 $      677.3       14.2% $     147.2    $ 4,627.6             7.0          3.2         E

Nordstrom              260      $ 12,540.0 $ 1,746.0             13.9% $ 1,194.0      $ 3,117.0              2.2         5.4         B-

Macy's                 853      $ 27,931.0 $ 3,728.0             13.3% $ 2,273.0      $ 7,191.0             2.4          3.1         C

Dillard's              296      $     6,691.7 $      807.7       12.1% $     237.1    $     822.3           1.2          3.2         C

Hudson's Bay *         320      $     5,223.4 $      373.2        7.1% $       20.8   $ 3,565.5          6.7-7.1         2.9         E

Belk                   301      $     4,057.7 $      441.3       10.9% $       23.7   $     394.3           2.0          2.1         C+

* Hudson's Bay financials denominated in Canadian Dollars. R/A Leverage is estimated for pro forma full-year impact of recent Saks
acquisition.

       May 13, 2014                                          CONFIDENTIAL                                                            41
NEIMAN MARCUS

                Questions
                   &
                Answers

May 13, 2014     CONFIDENTIAL   42
ADMINISTRATIVE ITEMS
Contact Information

• Robert C. Pike – Senior Industry Analyst
    - Phone: (917) 388-8835
    - Email: pike@globalcreditservices.com

May 13, 2014                   CONFIDENTIAL   43
ADMINISTRATIVE ITEMS
Upcoming Webinars

• Ace Hardware & Tractor Supply
   - Wednesday, May 21, 2014 @ 2PM Eastern
   - Eugene Shiller, Industry Analyst

• Delhaize Group & SpartanNash
   - Thursday, June 5, 2014 @ 2PM Eastern
   - Jonathan Kanarek, CFA, Director of Analysis

• Toys R Us
   - Thursday, June 19, 2014 @ 2PM Eastern
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May 13, 2014                CONFIDENTIAL           44
ADMINISTRATIVE ITEMS
GCS Analyst Rating Definitions

May 13, 2014           CONFIDENTIAL   45
ADMINISTRATIVE ITEMS
Map of GCS Scores & Ratings To Agencies

                       Global Credit Services
               Score                            Rating
     From                    To                                         S&P / Fitch   Moodys
          -                      -                0                        NR          NR
       1.00                   1.32               A+                        AAA         Aaa
       1.00                   1.32               A+                        AA+         Aa1
       1.33                   1.65               A                          AA         Aa2
       1.66                   1.99               A-                        AA-         Aa3
       2.00                   2.32               B+                         A+         A1
       2.33                   2.65               B                          A          A2
       2.66                   2.99               B-                         A-         A3
       3.00                   3.32               C+                       BBB+        Baa1
       3.33                   3.65               C                        BBB         Baa2
       3.66                   3.99               C-                       BBB-        Baa3
       4.00                   4.32               D+                       BB+         Ba1
       4.00                   4.32               D+                        BB         Ba2
       4.33                   4.65               D                         BB-        Ba3
       4.66                   4.99               D-                         B+         B1
       5.00                   5.32               E+                         B          B2
       5.00                   5.32               E+                         B-         B3
       5.33                   5.65               E                        CCC+        Caa1
       5.33                   5.65               E                        CCC         Caa2
       5.66                   5.99               E-                       CCC-        Caa3
       6.00                   6.32               F+                        CC+        Ca1
       6.00                   6.32               F+                        CC         Ca2
       6.33                   6.65               F                         CC-        Ca3
       6.66                   6.99               F-                         C          C
       6.66                   6.99               F-                         D          D

May 13, 2014                                             CONFIDENTIAL                          46
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