Hudson’s Bay Company Reports Third Quarter 2013 Financial Results and Completes Acquisition of Saks

Hudson's Bay Company ("HBC" or the "Company") (TSX: HBC) reported today its results for the 13-week period ended November 2, 2013 (the “third quarter”). The third quarter was characterized by strong same-store sales growth at Hudson’s Bay and online and a return to positive same-store sales growth at Lord & Taylor.

Third Quarter Highlights (13-week period ended November 2, 2013)

• Consolidated sales of $984.1 million, a 5.8% increase compared to the third quarter of 2012.
• Same store sales:
  • Consolidated same store sales grew 5.7%, or 3.8% on a constant currency basis.
  • Hudson's Bay same store sales grew 6.4%.
  • Lord & Taylor same store sales grew 1.6% on a U.S. dollar basis.
• E-commerce sales were $48.9 million, an increase of 58.3% compared to the third quarter of 2012.
• Normalized EBITDA was $64.3 million, an increase of $16.4 million compared to the third quarter of 2012.
• Normalized net earnings were $0.07 per share, compared to $0.00 per share in the third quarter of 2012.
• Opened both a full line Lord & Taylor store in Boca Raton, Florida and five new Topshop/Topman stores across Canada, as well as completed significant renovations at six locations across North America.

“HBC’s third quarter results demonstrate continued sales momentum as we move into the key holiday season,” stated Richard Baker, HBC’s Governor and Chief Executive Officer. “Hudson’s Bay continues to generate industry-leading sales growth, further establishing a trend of strong performance and providing evidence of the strength of our strategic initiatives. Lord & Taylor recorded its first quarterly same store sales increase since the third quarter of last year. The improvement at both banners was bolstered by the continued impressive growth of our e-commerce business.”

“The critical holiday period is now upon us, and we are focused on making it a success. While we would prefer our year-to-date performance to have been stronger, our investments in both store productivity and our omni-channel platform have produced clear and promising results. We are confident that these investments are necessary and will benefit earnings over the long-term. Further, the addition of Saks will allow us to leverage these investments over a larger platform.”

“As 2014 approaches, we are focused on the integration of Saks, the newest addition to our retail family. This is a transformational period in HBC’s history, and the addition of one of the world’s most recognized luxury retailers provides us with the ability to offer our customers an impressive range of shopping experiences. Saks also provides us with the opportunity to create considerable economies of scale. We are determined to take full advantage of this and deliver $100 million in synergies over the next three years. The combination of our three iconic banners creates significant growth potential for our business, and it is our responsibility to ensure this potential is realized.”

Financial Results

Throughout this news release, the terms "Normalized EBITDA" and "Normalized Net Earnings (Loss) - Continuing Operations" have been used to refer to financial results that have been adjusted to exclude certain non-recurring items and charges. For a full explanation of the Company's use of non-IFRS measures, please refer to Note 1 of the Selected Consolidated Financial Information section of this news release. For further discussion of the Company's financial and operating results, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations for the Thirteen and Thirty-Nine Weeks Ended November 2, 2013 (the “MD&A”).

13 week period ended November 2, 2013

All comparative figures below and in the "Highlights" section and are for the 13-week period ended November 2, 2013 compared to the 13-week period ended October 27, 2012.

Retail sales were $984.1 million for the 13-week period ended November 2, 2013, an increase of $53.7 million, or 5.8%, from $930.4 million for the 13-week period ended October 27, 2012. Consolidated same store sales increased by 5.7% (3.8% on a constant currency basis), with an increaseof 6.4% at Hudson’s Bay and an increase of 1.6% on a U.S. dollar basis at Lord & Taylor.

Sales at Hudson's Bay were driven by strong performance of ladies’ and men’s apparel, ladies’ shoes, handbags and accessories, as well as Topshop/Topman stores. Sales growth was particularly evident at those stores and store areas that have received recent renovations. For example, at the Vancouver flagship store that received a major renovation in Fiscal 2012, sales were up over 30%. Sales at Lord & Taylor were driven by relative strength in men’s apparel and shoes and improved performance in ladies’ apparel and handbags. E-commerce sales grew to $48.9 million, an increase of 58.3% compared to the third quarter of Fiscal 2012, reflecting the Company's strategic focus on growing this channel.

Gross profit was $395.9 million, or 40.2% of retail sales, for the 13-week period ended November 2, 2013, compared to $362.7 million, or 39.0% of retail sales, for the 13-week period ended October 27, 2012. Gross profit in the quarter ended October 27, 2012 was impacted by a $9.3 million charge from higher than expected book-to-physical inventory adjustments. As a result, the Company implemented inventory control processes and corrective actions to ensure this would not be an ongoing issue.

SG&A was $389.2 million, or 39.5% of retail sales, for the 13-week period ended November 2, 2013 compared to $358.3 million, or 38.5% of retail sales, for the 13-week period ended October 27, 2012. Adjusting for non-recurring expenses, SG&A as a percentage of retail sales would have been 37.8% and 37.4%, respectively. The dollar increase in SG&A was driven by four factors: an increase in costs associated with strategic initiatives (including omni-channel and Topshop/Topman), increased depreciation and amortization costs related to capital investments (including investments in omni-channel), an increase in non-cash share based compensation, and a decreased return from credit operations. These factors were partially offset by approximately $10.6 million of expense reductions related to rightsizing corporate infrastructure to reflect the wind-down of discontinued operations.

Normalized EBITDA was $64.3 million, or 6.5% of retail sales, in the 13-week period ended November 2, 2013 compared to $47.9 million, or 5.1% of retail sales, in the 13-week period ended October 27, 2012.

Finance costs were $134.2 million for the 13-week period ended November 2, 2013 compared to $31.7 million for the 13-week period ended October 27, 2012, an increase of $102.5 million. This increase was primarily driven by $123.4 million of Acquisition-related financing costs, of which $111.7 million were non-cash.

Normalized net earnings for the 13-week period ended November 2, 2013 were $8.9 million, or $0.07 per share, compared to a normalized net loss of $0.3 million, or $0.00 per share, in the 13-week period ended October 27, 2012.

39 week period ended November 2, 2013

All comparative figures below are for the 39-week period ended November 2, 2013 compared to the 39-week period ended October 27, 2012.

Retail sales were $2,815.8 million for the 39-week period ended November 2, 2013, an increase of $125.3 million, or 4.7%, from $2,690.5 million for the 39-week period ended October 27, 2012. Consolidated same store sales increased by 4.4% (3.3% on a constant currency basis), with an increase of 6.7% at Hudson’s Bay and a decrease of 0.3% on a U.S. dollar basis at Lord & Taylor.

Sales at Hudson's Bay were driven by strong performance of ladies’ and men’s apparel, ladies’ shoes, handbags and accessories, as well as Topshop/Topman stores. Sales at Lord & Taylor were impacted by lower customer traffic due to unfavourable weather trends and lack of major fashion trend in the first two quarters of 2013; the third quarter of 2013 saw improvements in men’s and ladies’ apparel and handbags. E-commerce sales grew to $117.3 million, an increase of 50.0% compared to the thirty-nine weeks ended October 27, 2012.

Gross profit for the 39-week period ended November 2, 2013 was $1,120.2 million, or 39.8% of retail sales, compared to $1,068.4 million, or 39.7% of retail sales, for the 39-week period ended October 27, 2012. The cumulative gross profit rate for the 39-week period ended November 2, 2013 was negatively impacted by higher markdowns necessary to liquidate seasonal inventories as a result of cooler than usual spring weather.

SG&A was $1,120.5 million, or 39.8% of retail sales, for the 39-week period ended November 2, 2013 compared to $1,085.1 million, or 40.3% of retail sales, for the 39-week period ended October 27, 2012. Adjusting for non-recurring expenses, SG&A as a percentage of retail sales would have been 38.6% and 38.3%, respectively. The dollar increase in SG&A was primarily driven by four factors: increased depreciation and amortization costs related to capital investments (including investments in omni-channel), an increase in non-cash share-based compensation, an increase in costs associated with strategic initiatives (including omni-channel and Topshop/Topman) and a decreased return from credit operations. These factors were partially offset by approximately $27.1 million of expense reductions related to rightsizing corporate infrastructure to reflect the wind-down of discontinued operations.

Normalized EBITDA was $153.3 million, or 5.4% of retail sales, in the 39-week period ended November 2, 2013 compared to $132.9 million, or 4.9% of retail sales, in the 39-week period ended October 27, 2012, an increase of $20.4 million, or 50 basis points as a percentage of retail sales. Normalized EBITDA improved due to higher sales and gross profit.

Finance costs were $223.2 million for the 39-week period ended November 2, 2013 compared to $81.4 million for the 39-week period ended October 27, 2012, an increase of $141.8 million. This increase was driven by $183.3 million of Acquisition-related financing costs, of which $171.6 million were non-cash.

Normalized net loss from continuing operations was $1.5 million, or $0.01 per share, in the 39-week period ended November 2, 2013, compared to a net loss of $25.5 million, or $0.24 per share, in the 39-week period ended October 27, 2012.

Fourth Quarter 2013 Outlook

During the fourth quarter, we are focused on maximizing revenue and EBITDA during a condensed holiday shopping period. The following financial guidance for the fourth quarter of Fiscal 2013, which is fully qualified by the Forward-Looking Statements section included below, excludes any impact from the Acquisition and incorporates sales and margin trends to date:

• Total sales of $1,370 million to $1,410 million.
• Normalized EBITDA of $160 million to $180 million.

We are not providing guidance for Saks. However, we believe that Saks is well positioned to achieve sales and normalized EBITDA in line with the levels we anticipated when the Acquisition closed.

Acquisition of Saks

On November 4, 2013, the Company completed its acquisition of all of the outstanding shares of Saks for US$16.00 per share (the “Acquisition”) in an all-cash transaction valued at approximately US$2.9 billion, including debt, in accordance with the previously announced definitive merger agreement dated as of July 28, 2013. With the Acquisition, HBC creates a premier North American fashion retail business centered on three iconic brands — Hudson's Bay, Lord & Taylor and Saks Fifth Avenue. The combined Company operates a total of 320 stores, including 179 full-line specialty department stores, 72 outlet stores and 69 home stores in prime locations throughout the U.S. and Canada, along with three e-commerce sites. The Acquisition was financed by a combination of new debt financing and approximately US$1.0 billion of new equity.

Conference Call to Discuss Results

Richard Baker, Governor and Chief Executive Officer, Donald Watros, Chief Operating Officer, and Michael Culhane, Chief Financial Officer, will discuss the quarter’s financial results and update the status of Saks’ integration during a conference call on December 11, 2013 at 8:30 am EST.

The conference call will be accessible by calling the participant operator assisted toll-free dial-in number (877) 852-2926 or international dial-in number (253) 237-1123. A live webcast of the conference call will be accessible on HBC's website at: http://investor.hbc.com/events.cfm. The audio replay also will be available via this link.

Unaudited Interim Condensed Consolidated Financial Statements and Management's Discussion and Analysis

The Company's unaudited interim condensed consolidated financial statements for the thirteen and thirty-nine weeks ended November 2, 2013 and the Management's Discussion and Analysis thereon will be available under the Company's profile on SEDAR at www.sedar.com.

Selected Consolidated Financial Information

The following tables set out summary unaudited consolidated financial information and supplemental information for the periods indicated. The summary financial information set out below has been derived from unaudited interim condensed consolidated financial statements prepared in accordance with IFRS for the thirteen and thirty-nine weeks ended November 2, 2013. The financial information presented has been prepared on a basis consistent with our audited consolidated financial statements for Fiscal 2012 except for the new accounting standards described in Note 2 of the unaudited interim condensed consolidated financial statements. In the opinion of our management, such unaudited financial data reflects all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year or any future period.

The following table shows the reconciliation of Net Loss – Continuing Operations to EBITDA as well as Normalized EBITDA.

The following table shows the reconciliation of Net Loss – Continuing Operations to Normalized Net Earnings (Loss) – Continuing Operations.

EBITDA is a non-IFRS measure that we use to assess our operating performance. EBITDA is defined as net earnings before interest expense, income tax, non-cash share based compensation expense, depreciation and amortization expense, impairment and other non-cash expenses and pension expense (non-cash). The Company’s defined benefit pension plan is currently over-funded, and as a result pension expense is adjusted as management does not expect to make any payments in the foreseeable future.

Normalized EBITDA is defined as EBITDA adjusted to exclude: (i) business and organization restructuring/realignment charges; (ii) merger/acquisition costs and expenses; and (iii) normalizing adjustments, if any, related to transactions that are not associated with day-to-day operations. Normalized Net Earnings (Loss) – Continuing Operations is defined as net earnings (losses) adjusted to exclude: (i) business and organization restructuring/realignment charges; (ii) merger/acquisition costs and expenses; and (iii) normalizing adjustments, if any, related to transactions that are not associated with day-to-day operations. We have included Normalized EBITDA and Normalized Net Earnings (Loss) – Continuing Operations to provide investors with supplemental measures of our operating performance. We believe Normalized EBITDA and Normalized Net Earnings (Loss) – Continuing Operations are important supplemental measures of operating performance because they eliminate items that have less bearing on our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also believe that securities analysts, investors and other interested parties frequently use EBITDA, Normalized EBITDA, and Normalized Net Earnings (Loss) – Continuing Operations in the evaluation of issuers, many of which present similar metrics when reporting their results. Our management also uses Normalized EBITDA in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our future debt service, capital expenditure and working capital requirements and our ability to pay dividends on our shares. As other companies may calculate EBITDA, Normalized EBITDA, or Normalized Net Earnings (Loss) – Continuing Operations differently than we do, these metrics are not comparable to similarly titled measures reported by other companies.

About Hudson’s Bay Company

Hudson's Bay Company (HBC), founded in 1670, is North America's longest continually operated company. Today, HBC offers customers an unparalleled range of retailing categories and shopping experiences internationally. In Canada, HBC operates Hudson's Bay, Canada's largest department store with 90 full-line locations and one outlet store as well as thebay.com, unsurpassed in its fashion, beauty, home and accessory designers and brands. HBC also operates Home Outfitters, Canada's largest home specialty superstore with 69 locations across the country.

In the United States, HBC operates Saks Fifth Avenue, one of the world's pre-eminent specialty retailers, renowned for its superlative designer collections and first-rate fashion expertise. Saks Fifth Avenue comprises 41 full-line stores in 22 states, five international licensed stores, saks.com, 72 Saks Fifth Avenue OFF 5TH stores and saksoff5th.com. HBC also operates Lord & Taylor, a leading department store chain with 49 full-line store locations throughout the northeastern United States, in two major cities in the Midwest and in Boca Raton, Florida, and lordandtaylor.com. Hudson's Bay Company banners provide stylish, quality merchandise with a dedicated focus on service excellence. Hudson's Bay Company trades on the Toronto Stock Exchange under the symbol "HBC".

Forward-Looking Statements

Information in this press release that is not current or historical factual information may constitute forward-looking information, including future-oriented financial information and financial outlooks, within the meaning of securities laws. This information is based on certain assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking information is subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what the Company currently expects. These risks, uncertainties and other factors include, but are not limited to: credit, market, currency, operational, liquidity and funding risks, including changes in economic conditions, interest rates or tax rates, the timing and market acceptance of future products, competition in the Company’s markets, the growth of certain business categories and market segments and the willingness of customers to shop at the Company’s stores, the Company’s margins and sales and those of the Company’s competitors, the Company’s reliance on customers, risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, regulations, competition, seasonality, commodity price and business disruption, the Company’s relationships with suppliers and manufacturers, changes to existing accounting pronouncements, the ability of the Company to successfully implement its strategic initiatives, changes in consumer spending, managing our portfolio of brands and our merchandising mix, seasonal weather patterns, economic, social, and political instability in jurisdictions where suppliers are located, increased shipping costs, potential transportation delays and interruptions, the risk of damage to the reputation of brands promoted by the Company and the cost of store network expansion and retrofits, compliance costs associated with environmental laws and regulations, fluctuations in currency and exchange rates, commodity prices, the Company’s ability to maintain good relations with its employees, changes in the law or regulations regarding the environment or other environmental liabilities, the Company’s capital structure, funding strategy, cost management programs and share price, the Company’s ability to integrate acquisitions and the Company’s ability to protect its intellectual property.

For more information on these risks, uncertainties and other factors the reader should refer to the Company’s filings with the securities regulatory authorities, including the Company’s annual information form dated April 30, 2013, which is available on SEDAR at www.sedar.com. To the extent any forward-looking information in this press release constitutes future-oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are based on assumptions and subject to risks, uncertainties and other factors. Actual results may differ materially from what the Company currently expects. Other than as required under securities laws, the Company does not undertake to update any forward-looking information at any particular time. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. All forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement.