Neiman Marcus 2010 Annual Report Download - page 87

Table of Contents
(2) Includes the 1,000,000 common shares owned by Newton Holding, LLC, a Delaware limited liability company ("Newton")
that are attributed to the TPG Funds (as defined below), which hold an aggregate of 41.5225% of membership units of Newton
(the "TPG Units"). The TPG Units that are attributed to TPG Partners IV, L.P., a Delaware limited partnership ("Partners"),
TPG Newton III, LLC, a Delaware limited liability company ("Newton III") and TPG Newton Co-Invest I LLC, a Delaware
limited liability company ("Newton Co-Invest" and, together with Partners and Newton III, collectively, the "TPG Funds") and
their affiliates represent direct holdings of membership units of Newton by the following entities (i) 27.6817% by Partners,
(ii) 6.9204% by Newton III and (iii) 6.9204% by Newton Co-Invest.
The general partner of Partners and managing member of Newton Co-Invest is TPG GenPar IV, L.P., a Delaware limited
partnership, whose general partner is TPG GenPar IV Advisors, LLC, a Delaware limited liability company, whose sole
member is TPG Holdings I, L.P., a Delaware limited partnership, whose general partner is TPG Holdings I-A, LLC, a
Delaware limited liability company, whose sole member is TPG Group Holdings (SBS), L.P., a Delaware limited partnership,
whose general partner is TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation ("Group Advisors"). The
managing member of Newton III is TPG GenPar III, L.P., a Delaware limited partnership, whose general partner is TPG
Advisors III, Inc., a Delaware corporation ("Advisors III").
Pursuant to the Newton limited liability company operating agreement, the TPG Funds (collectively) and WP VIII and WP IX
(collectively) each have the separate right to designate four directors to the Board of Directors of Newton, or assign the right to
designate one of their four director designees, to another direct or indirect member of Newton. Messrs. James Coulter,
Jonathan Coslet and Ms. Carrie Wheeler are the initial directors appointed by the TPG Funds, and Mr. John Donhakl is a
director assignee of Leonard Green & Partners, L.P., as such designation right has been assigned by the TPG Funds.
Because of these relationships, Group Advisors and Advisors III may be deemed to be the beneficial owners of the common
shares directly held by the TPG Funds, WP VIII and WP IX. David Bonderman and James G. Coulter are directors, officers
and sole shareholders of Group Advisors and Advisors III and may therefore also be deemed to be the beneficial owners of the
common shares directly held by the TPG Funds, WP VIII and WP IX. The mailing address for each of Group Advisors,
Advisors III and Messrs. Bonderman and Coulter is c/o TPG Capital, L.P., 301 Commerce Street, Fort Worth, TX 76102.
(3) Includes the 1,000,000 shares owned by Newton Holding, LLC over which Warburg Pincus Private Equity VIII, L.P.,
Warburg Pincus Netherlands Private Equity VIII, C.V. I, Warburg Pincus Germany Private Equity VIII K. G. (collectively,
"WP VIII") and Warburg Pincus Private Equity IX, L.P. ("WP IX") may be deemed, as a result of their ownership of 43.25%
of Newton Holding, LLC's total outstanding shares and certain provisions under the Newton Holding, LLC operating
agreement, to have shared voting or dispositive power. Warburg Pincus Partners, LLC, a direct subsidiary of Warburg
Pincus & Co. ("WP"), is the general partner of WP VIII. Warburg Pincus IX, LLC, an indirect subsidiary of WP, is the general
partner of WP IX. Warburg Pincus LLC ("WP LLC") is the manager of each of WP VIII and WP IX. WP and WP LLC may
be deemed to beneficially own all of the shares of common stock owned by WP VIII and WP IX. Messrs. Barr, Lapidus, and
Lee disclaim beneficial ownership of all of the shares of common stock owned by the Warburg Pincus entities.
(4) Messrs. Barr and Lee, as partners of WP and managing directors and members of WP LLC, may be deemed to beneficially
own all of the shares of common stock beneficially owned by the Warburg Pincus entities. Messrs. Barr and Lee disclaim any
beneficial ownership of these shares of common stock.
(5) Includes 3,340 shares held for the benefit of a family trust of which Mr. Tansky disclaims beneficial ownership.
(6) Includes 944 shares held for the benefit of a family trust of which Ms. Katz disclaims beneficial ownership.
(7) Mr. Jonathan Coslet and Ms. Carrie Wheeler are each directors of Newton and partners of TPG Capital, L.P., an affiliate of the
TPG Funds. Mr. Coslet and Ms. Wheeler each have no voting or investment power over and each disclaim beneficial
ownership of any Newton common shares held directly or indirectly by the TPG Funds, WP VIII or WP IX.
81