SEC Filing | Lands' End, Inc.

View:

Download DOC

Download PDF

Download XLS

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 31, 2015

-OR-



¨	Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to to .

Commission File Number: 001-09769

Lands’ End, Inc.

(Exact name of registrant as specified in its charter)



Delaware		36-2512786
(State or Other Jurisdiction of Incorporation of Organization)		(I.R.S. Employer Identification No.)

1 Lands’ End Lane Dodgeville, Wisconsin		53595
(Address of Principal Executive Offices)		(Zip Code)

Issuer’s Telephone Number, Including Area Code: (608) 935-9341

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 x NO ¨

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) YES x NO ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller Reporting Company	¨

Indicate by check mark whether the Registrant is a shell company. YES ¨ NO x

The aggregate market value (based on the closing price of the Registrant's common stock quoted on the NASDAQ Stock Market) of the Registrant's common stock owned by non-affiliates (which are assumed, solely for the purpose of this calculation, to be stockholders other than (i) directors and executive officers of the Registrant and (ii) any person known by the Registrant to beneficially own five percent or more of the Registrant's common shares), as of July 31, 2015, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $235.8 million.

As of September 2, 2015, the registrant had 31,991,100 shares of common stock, $0.01 par value, outstanding.

LANDS’ END, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JULY 31, 2015

TABLE OF CONTENTS



		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated and Combined Statements of Operations	1

	Condensed Consolidated and Combined Statements of Comprehensive Operations	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated and Combined Statements of Cash Flows	4

	Condensed Consolidated and Combined Statements of Changes in Stockholders' Equity	5

	Notes to Condensed Consolidated and Combined Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32

Item 4.	Controls and Procedures	32

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LANDS’ END, INC.

Condensed Consolidated and Combined Statements of Operations

(Unaudited)



	13 Weeks Ended					26 Weeks Ended
(in thousands except per share data)	July 31, 2015			August 1, 2014		July 31, 2015			August 1, 2014
Net revenue	$	312,414		$	347,222	$	611,801		$	677,705
Cost of sales (excluding depreciation and amortization)	167,914			178,816		320,737			347,277
Gross profit	144,500			168,406		291,064			330,428

Selling and administrative	124,880			138,283		258,394			276,489
Depreciation and amortization	4,061			4,825		8,614			9,827
Other operating (income) expense, net	(2,359		)	—		(2,357		)	20
Operating income	17,918			25,298		26,413			44,092
Interest expense	6,225			6,205		12,411			8,130
Other income, net	498			203		1,006			340
Income before income taxes	12,191			19,296		15,008			36,302
Income tax expense	4,730			7,451		5,823			13,589
NET INCOME	$	7,461		$	11,845	$	9,185		$	22,713
NET INCOME PER COMMON SHARE (Note 4)
Basic:	$	0.23		$	0.37	$	0.29		$	0.71
Diluted:	$	0.23		$	0.37	$	0.29		$	0.71

Basic weighted average common shares outstanding	31,978			31,957		31,967			31,957
Diluted weighted average common shares outstanding	32,047			31,962		32,049			31,959

See accompanying Notes to Condensed Consolidated and Combined Financial Statements.

LANDS’ END, INC.

Condensed Consolidated and Combined Statements of Comprehensive Operations

(Unaudited)



	13 Weeks Ended					26 Weeks Ended
(in thousands)	July 31, 2015		August 1, 2014			July 31, 2015		August 1, 2014
NET INCOME	$	7,461	$	11,845		$	9,185	$	22,713
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	302		(497		)	665		382
COMPREHENSIVE INCOME	$	7,763	$	11,348		$	9,850	$	23,095

See accompanying Notes to Condensed Consolidated and Combined Financial Statements.

LANDS’ END, INC.

Condensed Consolidated Balance Sheets

(Unaudited)



(in thousands, except share data)	July 31, 2015			August 1, 2014			January 30, 2015
ASSETS
Current assets
Cash and cash equivalents	$	208,375		$	132,837		$	221,454
Restricted cash	3,300			3,300			3,300
Accounts receivable, net	22,550			24,818			30,073
Inventories, net	367,823			366,192			301,367
Deferred tax assets	—			—			3,438
Prepaid expenses and other current assets	35,182			28,060			31,408
Total current assets	637,230			555,207			591,040
Property and equipment, net	105,976			98,574			101,223
Goodwill	110,000			110,000			110,000
Intangible assets, net	528,300			530,027			528,712
Other assets	21,858			23,286			22,462
TOTAL ASSETS	$	1,403,364		$	1,317,094		$	1,353,437
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	192,472		$	163,249		$	132,796
Deferred tax liabilities	2,332			3,681			—
Other current liabilities	88,980			97,845			107,553
Total current liabilities	283,784			264,775			240,349
Long-term debt	503,413			508,563			505,988
Long-term deferred tax liabilities	183,830			170,461			184,483
Other liabilities	17,218			15,839			18,424
TOTAL LIABILITIES	988,245			959,638			949,244
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, par value $0.01- authorized: 480,000,000 shares; issued and outstanding: 31,991,100, 31,956,521, 31,956,521	320			320			320
Additional paid-in capital	343,370			340,958			342,294
Retained earnings	78,062			17,791			68,877
Accumulated other comprehensive loss	(6,633		)	(1,613		)	(7,298		)
Total stockholders’ equity	415,119			357,456			404,193
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,403,364		$	1,317,094		$	1,353,437

See accompanying Notes to Condensed Consolidated and Combined Financial Statements.

LANDS’ END, INC.

Condensed Consolidated and Combined Statements of Cash Flows

(Unaudited)



	26 Weeks Ended
(in thousands)	July 31, 2015			August 1, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	9,185		$	22,713
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	8,614			9,827
Product recall	(2,364		)	—
Amortization of debt issuance costs	885			621
Stock-based compensation	1,521			782
Loss on disposal of property and equipment	2			20
Deferred income taxes	4,757			4,250
Change in operating assets and liabilities:
Inventories	(65,667		)	4,801
Accounts payable	60,609			50,319
Other operating assets	2,829			9,012
Other operating liabilities	(16,925		)	2,842
Net cash (used in) provided by operating activities	3,446			105,187
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(13,520		)	(5,716		)
Net cash used in investing activities	(13,520		)	(5,716		)
CASH FLOWS FROM FINANCING ACTIVITIES
Contributions from Sears Holdings, net	—			8,784
Proceeds from issuance of long-term debt	—			515,000
Payments on term loan facility	(2,575		)	(1,287		)
Debt issuance costs	—			(11,396		)
Dividend paid to a subsidiary of Sears Holdings Corporation	—			(500,000		)
Net cash (used in) provided by financing activities	(2,575		)	11,101
Effects of exchange rate changes on cash	(430		)	(146		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(13,079		)	110,426
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	221,454			22,411
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	208,375		$	132,837
SUPPLEMENTAL CASH FLOW INFORMATION:
Unpaid liability to acquire property and equipment	$	3,235		$	1,646
Income taxes paid	$	13,925		$	7,853
Interest paid	$	11,372		$	7,959

See accompanying Notes to Condensed Consolidated and Combined Financial Statements.

LANDS’ END, INC.

Condensed Consolidated and Combined Statements of Changes in Stockholders’ Equity

(Unaudited)



	Common Stock Issued					Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Net Parent Company Investment			Total Stockholders' Equity
(in thousands except share data)	Shares			Amount		Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Net Parent Company Investment			Total Stockholders' Equity
Balance at January 31, 2014	—			$	—	$	—		$	—	$	(1,995	)	$	794,309		$	792,314
Net income	—			—		—			17,791		—			4,922			22,713
Cumulative translation adjustment, net of tax	—			—		—			—		382			—			382
Stock-based compensation	—			—		782			—		—			—			782
Contribution from parent company, net	—			—		—			—		—			8,784			8,784
Dividend paid to parent company	—			—		—			—		—			(500,000		)	(500,000		)
Separation related adjustments	—			—		—			—		—			32,481			32,481
Reclassification of net parent company investment to common stock and additional paid-in capital in conjunction with the separation	31,956,521			320		340,176			—		—			(340,496		)	—
Balance at August 1, 2014	$	31,956,521		$	320	$	340,958		$	17,791	$	(1,613	)	$	—		$	357,456

Balance at January 30, 2015	31,956,521			$	320	$	342,294		$	68,877	$	(7,298	)	$	—		$	404,193
Net income	—			—		—			9,185		—			—			9,185
Cumulative translation adjustment, net of tax	—			—		—			—		665			—			665
Stock-based compensation				—		1,521			—		—			—			1,521
Vesting of restricted stock	52,380			—		—			—		—			—			—
Restricted stock units surrendered for taxes	(17,801		)	—		(445		)	—		—			—			(445		)
Balance at July 31, 2015	31,991,100			$	320	$	343,370		$	78,062	$	(6,633	)	$	—		$	415,119

See accompanying Notes to Condensed Consolidated and Combined Financial Statements.

LANDS’ END, INC.

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

Description of Business and Separation

Lands' End, Inc. (“Lands’ End” or the “Company”) is a leading multi-channel retailer of casual clothing, accessories and footwear, as well as home products. Lands' End offers products through catalogs, online at www.landsend.com and affiliated specialty and international websites, and through retail locations, primarily at Lands’ End Shops at Sears, stand-alone Lands’ End Inlet stores and international shop-in-shops that sell merchandise in various retail department stores.

Terms that are commonly used in the Company's notes to condensed consolidated and combined financial statements are defined as follows:

• ABL Facility - Asset-based senior secured credit agreements, dated as of April 4, 2014, with Bank of America, N.A and certain other lenders

• Adjusted EBITDA - Adjusted Earnings before Interest, Taxes, Depreciation and Amortization

• ASU - FASB Accounting Standards Update

• CAM - Common area maintenance for leased properties

• EPS - Earnings per share

• ESL - ESL Investments, Inc. and its investment affiliates, including Edward S. Lampert

• Facilities - Collectively, the ABL Facility and the Term Loan Facility

• FASB - Financial Accounting Standards Board

• FASB ASC - FASB Accounting Standards Codification, which serves as the source for authoritative GAAP, except that rules and interpretive releases by the SEC are also sources of authoritative GAAP for SEC registrants

• Fiscal 2014 - The fiscal year ended January 30, 2015

• GAAP - Accounting principles generally accepted in the United States

• LIBOR - London inter-bank offered rate

• Sears Holdings or Sears Holdings Corporation - Sears Holdings Corporation, a Delaware Corporation, and its consolidated subsidiaries (other than, for all periods following the Separation, Lands' End)

• SEC - United States Securities and Exchange Commission

• Second Quarter 2014 - The thirteen weeks ended August 1, 2014

• Second Quarter 2015 - The thirteen weeks ended July 31, 2015

• Separation - On April 4, 2014 Sears Holdings distributed 100% of the outstanding common stock of Lands' End to its shareholders

• SYW - Shop Your Way member loyalty program

• Tax Sharing Agreement - A tax sharing agreement entered into by Sears Holdings Corporation and Lands' End in connection with the Separation

• Term Loan Facility - Term loan credit Agreement, dated as of April 4, 2014, with Bank of America, N.A. and certain other lenders

• UTBs - Gross unrecognized tax benefits

• Year to Date 2015 - The twenty-six weeks ended July 31, 2015

• Year to Date 2014 - The twenty-six weeks ended August 1, 2014

On March 14, 2014, the board of directors of Sears Holdings approved the distribution of the issued and outstanding shares of Lands’ End common stock on the basis of 0.300795 shares of Lands’ End common stock for each share of Sears Holdings Corporation common stock held on March 24, 2014. Sears Holdings Corporation distributed 100 percent of the outstanding common stock of Lands’ End to its shareholders on April 4, 2014.

A Registration Statement on Form 10 relating to the Separation was filed by the Company with the SEC, and was subsequently amended by the Company and declared effective by the SEC on March 17, 2014. The Company’s common stock began “regular way” trading on the NASDAQ Stock Market after the distribution date under the symbol “LE”.

Prior to the completion of the Separation, Sears Holdings transferred all the remaining assets and liabilities of Lands’ End that were held by Sears Holdings to Lands’ End or its subsidiaries. Lands’ End also paid a dividend of $500.0 million to a subsidiary of Sears Holdings Corporation.

Basis of Presentation

The financial statements presented herein represent (i) periods prior to April 4, 2014 when Lands' End was a wholly owned subsidiary of Sears Holdings Corporation (referred to as “Combined Financial Statements”) and (ii) the period as of and subsequent to April 4, 2014 when Lands' End became a separate publicly-traded company (referred to as “Consolidated Financial Statements”).

The Condensed Consolidated and Combined Financial Statements include the accounts of Lands' End, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated.

The accompanying unaudited Condensed Consolidated and Combined Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected. Dollar amounts are reported in thousands, except per share data, unless otherwise noted. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Lands' End Annual Report on Form 10-K filed with the SEC on April 17, 2015.

Our historical Combined Financial Statements have been prepared on a stand-alone basis and have been derived from the consolidated financial statements and accounting records of Sears Holdings. The Combined Financial Statements include Lands’ End, Inc. and subsidiaries and certain other items related to the Lands’ End business which were held by Sears Holdings prior to the Separation. These items were contributed by Sears Holdings to Lands’ End, Inc. prior to the Separation. These historical Combined Financial Statements reflect the Company's financial position, results of operations and cash flows in conformity with GAAP.

All intracompany transactions and accounts have been eliminated. Prior to the Separation, all intercompany transactions between Sears Holdings and Lands’ End were considered to be effectively settled in the Condensed Combined Financial Statements at the time the transactions were recorded. The total net effect of the settlement of these intercompany transactions is reflected in the Condensed Combined Statements of Cash Flows as a financing activity.

Upon completion of the Separation, the Company had 31,956,521 shares of common stock outstanding at a par value of $0.01 per share. After Separation adjustments were recorded, the remaining Net parent company investment, which includes all earnings prior to Separation, was transferred to Additional paid-in capital.

As a business operation of Sears Holdings, Lands' End did not maintain its own tax and certain other corporate support functions prior to the Separation. Lands' End entered into agreements with Sears Holdings for the continuation of certain of these services, as well as to support the Lands' End Shops at Sears. These expenses had been allocated to Lands’ End based on direct usage or benefit where identifiable, with the remainder allocated on a pro rata basis based upon revenue, headcount, square footage or other measures. Lands’ End considers the expense allocation methodology and results to be reasonable for all periods presented. However, the costs and allocations charged to the Company by Sears Holdings do not necessarily reflect the costs of obtaining the services from unaffiliated third parties or of the Company providing the applicable services itself. The historical Condensed Combined Financial Statements contained herein may not be indicative of the Company’s financial position, operating results, and cash flows in the future, or what they would have been if it had been a stand-alone company during all periods presented. See Note 9 - Related Party Transactions.

Prior to the Separation, Sears Holdings provided financing, cash management and other treasury services to Lands' End. Sears Holdings used a centralized approach to its United States domestic cash management and financing of its operations. The majority of the Company's cash was transferred to Sears Holdings on a daily basis. Sears Holdings was also the Company's only source of funding for its operating and investing activities. Upon Separation, cash and restricted cash held by Sears Holdings were not allocated to Lands’ End unless the cash or restricted cash was held by an entity that was transferred to Lands’ End. Sears Holdings’ third-party debt, and the related interest expense, was not allocated to Lands' End for any of the periods presented as it was not the legal obligor of the debt and the Sears Holdings' borrowings were not directly attributable to the Company's business.

NOTE 2. INCOME TAXES

Lands’ End and Sears Holdings Corporation entered into a Tax Sharing Agreement in connection with the Separation which governs Sears Holdings Corporation’s and Lands’ End’s respective rights, responsibilities and obligations after the Separation with respect to liabilities for United States federal, state, local and foreign taxes attributable to the Lands’ End business. In addition to the allocation of tax liabilities, the Tax Sharing Agreement addresses the preparation and filing of tax returns for such taxes and dispute resolution with taxing authorities regarding such taxes. Generally, Sears Holdings Corporation is liable for all pre-Separation United States federal, state and local income taxes. Lands’ End generally is liable for all other income taxes attributable to its business, including all foreign taxes.

As of July 31, 2015, the Company had gross UTBs of $9.0 million. Of this amount, $5.8 million would, if recognized, impact its effective tax rate, with the remaining amount being comprised of UTBs related to gross temporary differences or other indirect benefits. The Company does not expect that UTBs will significantly fluctuate in the next 12 months for tax audit settlements and the expiration of the statute of limitations for certain jurisdictions. Pursuant to the Tax Sharing Agreement, Sears Holdings Corporation is generally responsible for all United States federal, state and local UTBs through the date of the Separation and, as such, an indemnification asset from Sears Holdings Corporation for the $8.7 million pre-Separation UTBs is recorded in Other assets in the Condensed Consolidated Balance Sheets.

The Company classifies interest expense and penalties related to UTBs and interest income on tax overpayments as components of income tax expense. As of July 31, 2015, the total amount of interest expense and penalties recognized on our balance sheet was $6.0 million ($3.9 million net of federal benefit). The total amount of net interest expense recognized in the Condensed Consolidated and Combined Statements of Operations was insignificant for the Second Quarter 2015 and Second Quarter 2014, respectively. We file income tax returns in both the United States and various foreign jurisdictions. The Company is under examination by various income tax jurisdictions for the years 2009 to 2014.

Impacts of Separation

Prior to the Separation, the tax provision and related tax accounts represented the tax attributable to the Company as if the Company filed a separate tax return. However, the computed obligations were settled through Sears Holdings Corporation.

As a result of the Separation, the Company will be filing its own income tax returns and, as a result certain tax attributes previously included in Net parent company investment were reclassified. Specifically, subsequent to the Separation the Company reclassified (i) $30.4 million of deferred tax assets related primarily to foreign tax credits; and (ii) a $13.7 million reserve, including $5.0 million of accrued interest and penalties, for uncertain tax positions out of Net parent company investment and into Deferred tax liabilities and Other liabilities, respectively. In addition, pursuant to the Tax Sharing Agreement, a $13.7 million receivable was recorded by the Company to reflect the indemnification by Sears Holdings Corporation of the pre-Separation uncertain tax positions for which Sears Holdings is responsible. This receivable has been included in Other assets in the Condensed Consolidated Balance Sheets.

NOTE 3. STOCK-BASED COMPENSATION

Accounting standards require, among other things, that (i) the fair value of all stock awards be expensed over their respective vesting periods; (ii) the amount of cumulative compensation cost recognized at any date must at least be equal to the portion of the grant-date value of the award that is vested at that date and (iii) compensation expense include a forfeiture estimate for those shares not expected to vest. Also in accordance with these provisions, for awards that only have a service requirement with multiple vest dates, the Company is required to recognize compensation cost on a straight-line basis over the requisite service period for the entire award.

The Company has granted time vesting stock awards ("Deferred Awards") and performance-based stock awards ("Performance Awards") to employees at management levels and above. Deferred Awards were granted in the form of restricted stock units that only require each recipient to complete a service period. Deferred Awards generally vest ratably over three years or in full after a three year period. Performance Awards were granted in the form of restricted stock units which have, in addition to a service requirement, performance criteria that must be achieved for the awards to be earned. Performance Awards have annual vesting, but due to the performance criteria, are not eligible for straight-line expensing. Therefore, Performance Awards are amortized using a graded expense process. The fair value of all awards is based on the closing price of the Company’s common stock on the grant date. Compensation expense is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.

The following table summarizes the Company’s stock-based compensation expense, which is included in Selling and administrative expense in the Condensed Consolidated and Combined Statements of Operations:



	13 Weeks Ended				26 Weeks Ended
(in thousands)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Performance Awards	$	384	$	718	$	781	$	718
Deferred Awards	456		64		740		64
Total stock-based compensation expense	$	840	$	782	$	1,521	$	782

Awards Granted Year to Date 2015

The Company granted Deferred Awards to various employees during the Year to Date 2015, which generally vest in full after a three year period. There were no Performance Awards granted in the Year to Date 2015.

Changes in the Company’s Unvested Stock Awards Year to Date 2015

Deferred Awards



(in thousands, except per share amounts)	Number of Shares		Weighted Average Grant Date Fair Value
Unvested Deferred Awards, beginning of period	44		$	28.01
Granted	144		32.51
Vested	(9	)	28.02
Forfeited	(7	)	27.14
Unvested Deferred Awards, end of period	172		31.80

Total unrecognized stock-based compensation expense related to unvested Deferred Awards approximated $5.0 million as of July 31, 2015, which will be recognized over a weighted average period of approximately 2.5 years.

Performance Awards



(in thousands, except per share amounts)	Number of Shares		Weighted Average Grant Date Fair Value
Unvested Performance Awards, beginning of period	197		$	28.01
Granted	—		—
Vested	(43	)	27.86
Forfeited	(25	)	29.00
Unvested Performance Awards, end of period	129		27.86

Total unrecognized stock-based compensation expense related to unvested Performance Awards approximated $1.9 million as of July 31, 2015, which will be recognized over a weighted average period of approximately 1.8 years.

NOTE 4. EARNINGS PER SHARE

The numerator for both basic and diluted EPS is net income. The denominator for basic EPS is based upon the number of weighted average shares of Lands’ End common stock outstanding during the reporting periods. The denominator for diluted EPS is based upon the number of weighted average shares of Lands' End common stock and common stock equivalents outstanding during the reporting periods using the treasury stock method in accordance with the FASB ASC. For periods ended April 4, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Lands’ End common stock outstanding on April 4, 2014, the date on which the Lands’ End common stock was distributed to the shareholders of Sears Holdings Corporation.

The following table summarizes the components of basic and diluted earnings per share:



	13 Weeks Ended				26 Weeks Ended
(in thousands, except per share amounts)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Net income	$	7,461	$	11,845	$	9,185	$	22,713

Basic weighted average shares outstanding	31,978		31,957		31,967		31,957
Dilutive effect of stock awards	69		5		82		2
Diluted weighted average shares outstanding	32,047		31,962		32,049		31,959

Basic earnings per share	$	0.23	$	0.37	$	0.29	$	0.71
Diluted earnings per share	$	0.23	$	0.37	$	0.29	$	0.71

Anti-dilutive stock awards are comprised of awards which are anti-dilutive in the application of the treasury stock method and are excluded from the diluted weighted average shares outstanding. Total anti-dilutive stock awards were 133,081 shares for both the Second Quarter 2015 and Year to Date 2015. There were no anti-dilutive stock awards for the Second Quarter 2014 and Year to Date 2014.

NOTE 5. OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders, and is comprised solely of foreign currency translation adjustments.



	13 Weeks Ended						26 Weeks Ended
(in thousands)	July 31, 2015			August 1, 2014			July 31, 2015			August 1, 2014
Beginning balance: Accumulated other comprehensive loss (net of tax of $3,734, $684, $3,931 and $1,211, respectively)	$	(6,935	)	$	(1,116	)	$	(7,298	)	$	(1,995	)
Other comprehensive income:
Foreign currency translation adjustments (net of tax (expense) benefit of $(163), $304, $(360) and $(223), respectively)	302			(497		)	665			382
Ending balance: Accumulated other comprehensive loss (net of tax of $3,571, $988, $3,571 and $988, respectively)	$	(6,633	)	$	(1,613	)	$	(6,633	)	$	(1,613	)

No amounts were reclassified out of Accumulated other comprehensive loss during any of the periods presented.

NOTE 6. DEBT

The Company's debt consisted of the following:



	July 31, 2015				August 1, 2014				January 30, 2015
	Amount		Rate		Amount		Rate		Amount		Rate
Term Loan Facility, maturing April 4, 2021	$	508,563	4.25	%	$	513,713	4.25	%	$	511,138	4.25	%
ABL Facility, maturing April 4, 2019	—		—	%	—		—	%	—		—	%
	508,563				513,713				511,138
Less: Current maturities in Other current liabilities	5,150				5,150				5,150
Long-term debt	$	503,413			$	508,563			$	505,988

The Company had borrowing availability under the ABL Facility of $163.7 million as of July 31, 2015, net of outstanding letters of credit of $11.3 million.

Interest; Fees

The interest rates per annum applicable to the loans under the Facilities are based on a fluctuating rate of interest measured by reference to, at the borrowers’ election, either (i) an adjusted LIBOR rate plus a borrowing margin, or (ii) an alternative base rate plus a borrowing margin. The borrowing margin is fixed for the Term Loan Facility at 3.25% in the case of LIBOR loans and 2.25% in the case of base rate loans. For the Term Loan Facility, LIBOR is subject to a 1% interest rate floor. The borrowing margin for the ABL Facility is subject to adjustment based on the average excess availability under the ABL Facility for the preceding fiscal quarter, and will range from 1.50% to 2.00% in the case of LIBOR borrowings and will range from 0.50% to 1.00% in the case of base rate borrowings.

Customary agency fees are payable in respect of both Facilities. The ABL Facility fees also include (i) commitment fees, based on a percentage ranging from approximately 0.25% to 0.38% of the daily unused portions of the ABL Facility, and (ii) customary letter of credit fees.

Representations and Warranties; Covenants

Subject to specified exceptions, the Facilities contain various representations and warranties and restrictive covenants that, among other things, restrict the ability of Lands’ End and its subsidiaries to incur indebtedness (including guarantees), grant liens, make investments, make dividends or distributions with respect to capital stock, make prepayments on other indebtedness, engage in mergers or change the nature of their business. In addition, if excess availability under the ABL Facility falls below the greater of 10% of the loan cap amount or $15.0 million, Lands’ End will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0. The Facilities do not otherwise contain financial maintenance covenants. The Company was in compliance with all financial covenants related to the Facilities as of July 31, 2015.

The Facilities contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance, and providing additional guarantees and collateral in certain circumstances.

NOTE 7. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The Company determines fair value of financial assets and liabilities based on the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels:

Level 1 inputs—unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. An active market for the asset or liability is one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide ongoing pricing information.

Level 2 inputs—inputs other than quoted market prices included in Level 1 that are observable, either directly or indirectly, for the asset or liability. Level 2 inputs include, but are not limited to, quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted market prices that are observable for the asset or liability, such as interest rate curves and yield curves observable at commonly quoted intervals, volatilities, credit risk and default rates.

Level 3 inputs—unobservable inputs for the asset or liability.

Restricted cash is reflected on the Condensed Consolidated Balance Sheets at fair value. The fair value of restricted cash as of July 31, 2015, August 1, 2014 and January 30, 2015 was approximately $3.3 million based on Level 1 inputs. Restricted cash amounts are valued based upon statements received from financial institutions.

Cash and cash equivalents, accounts receivable, accounts payable and other current liabilities are reflected on the Condensed Consolidated Balance Sheets at cost, which approximates fair value due to the short-term nature of these instruments.

Carrying values and fair values of long-term debt, including the short-term portion, in the Condensed Consolidated Balance Sheets are as follows:



	July 31, 2015				August 1, 2014				January 30, 2015
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including short-term portion	$	508,563	$	486,949	$	513,713	$	510,502	$	511,138	$	491,331

Long-term debt was valued utilizing level 2 valuation techniques based on the closing inactive market bid price on July 31, 2015, August 1, 2014, and January 30, 2015. There were no nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis as of July 31, 2015, August 1, 2014, and January 30, 2015.

NOTE 8. GOODWILL AND INTANGIBLE ASSETS

The Company's intangible assets consist of a trade name, goodwill and customer lists valued as a result of business combinations accounted for under the purchase accounting method. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The net carrying amounts of goodwill, trade names and customer lists are included within the Company's Direct segment. There were no impairments of goodwill or intangible assets during any periods presented or since the goodwill and intangible assets were first recognized. Total amortization expense relating to intangible assets for the periods presented was:



	13 Weeks Ended				26 Weeks ended
(in thousands)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Amortization expense	$	—	$	658	$	412	$	1,315

The following summarizes the Company's goodwill and intangible assets:



		July 31, 2015				August 1, 2014				January 30, 2015
(in thousands)	Useful Life	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets:
Customer lists	10	$	26,300	$	26,300	$	26,300	$	24,573	$	26,300	$	25,888
Indefinite-lived intangible assets:
Trade names		528,300		—		528,300		—		528,300		—
Gross intangible assets		$	554,600	$	26,300	$	554,600	$	24,573	$	554,600	$	25,888
Total intangible assets, net		$	528,300			$	530,027			$	528,712
Goodwill		$	110,000			$	110,000			$	110,000

NOTE 9. RELATED PARTY TRANSACTIONS

According to statements on form Schedule 13D filed with the SEC by ESL, ESL beneficially owned significant portions of both the Company's and Sears Holdings Corporation's outstanding shares of common stock. Therefore Sears Holdings Corporation, the Company's former parent company, is considered a related party both prior to and subsequent to the Separation.

Prior to the Separation, Sears Holdings Corporation (including certain non-Lands’ End subsidiaries) and the Company entered into various agreements to, among other things: (i) support the Lands’ End Shops at Sears; (ii) provide various general corporate services; and (iii) support the Company's participation in the SYW program; and (iv) allow for the use of intellectual property or services. The amounts charged to the Company by Sears Holdings do not necessarily reflect the costs of obtaining the services from unaffiliated third parties or of the Company providing the applicable services itself. Management believes that such costs are reasonable; however, the Combined Financial Statements contained herein may not be indicative of the Company’s financial position, operating results, and cash flows in the future, or what they would have been if it had been a stand-alone company during all periods presented.

In connection with the Separation, the Company entered into various agreements with Sears Holdings which, among other things, (i) govern specified aspects of the Company's relationship following the Separation, especially with regards to the Lands’ End Shops at Sears, and (ii) establish terms pursuant to which subsidiaries of Sears Holdings Corporation are providing services to us, including the International Buying Office under the Buying Agency Agreement.

References to and descriptions of the agreements below represent the agreements entered into in connection with the Separation.

See further descriptions of the transactions in the Company's 2015 Annual Report on Form 10-K. The components of the transactions between the Company and Sears Holdings, which exclude pass-through payments to third parties, are as follows:

Lands’ End Shops at Sears

Related party costs charged by Sears Holdings to the Company related to Lands’ End Shops at Sears are as follows:



	13 Weeks Ended				26 Weeks Ended
(in thousands)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Retail services, store labor	$	6,676	$	7,662	$	13,277	$	15,309
Rent, CAM and occupancy costs	6,532		6,754		12,882		13,593
Financial services and payment processing	627		700		1,250		1,431
Supply chain costs	272		222		549		505
Total expenses	$	14,107	$	15,338	$	27,958	$	30,838
Number of Lands’ End Shops at Sears at period end	229		247		229		247

General Corporate Services

Related party costs charged by Sears Holdings to the Company for general corporate services are as follows:



	13 Weeks Ended				26 Weeks Ended
(in thousands)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Sourcing	$	2,454	$	1,875	$	4,038	$	3,736
Shop Your Way	730		1,034		1,255		2,048
Shared services	131		126		281		259
Co-location and services	—		7		—		13
Total expenses	$	3,315	$	3,042	$	5,574	$	6,056

Use of Intellectual Property or Services

Related party revenue and costs charged by the Company to and from Sears Holdings for the use of intellectual property or services is as follows:



	13 Weeks Ended					26 Weeks Ended
(in thousands)	July 31, 2015			August 1, 2014		July 31, 2015			August 1, 2014
Call center services	$	455		$	631	$	669		$	857
Lands' End business outfitters revenue	317			482		720			1,232
Credit card revenue (expense)	281			313		568			672
Royalty income	103			35		124			47
Gift card revenue	(7		)	85		(11		)	326
Total income	$	1,149		$	1,546	$	2,070		$	3,134

Call Center Services

The Company has entered into a contract with Sears Holdings Management Corporation, a subsidiary of Sears Holdings Corporation, to provide call center services in support of Sears Holdings’ SYW member loyalty program. This income is net of agreed upon costs directly attributable to the Company providing these services. The income is included in Net revenue and costs are included in Selling and administrative expenses in the Condensed Consolidated and Combined Statements of Operations. Total call center service income included in Net revenue was $1.7 million, $2.0 million, $3.1 million and $3.6 million for the Second Quarter 2015, Second Quarter 2014, Year to Date 2015 and Year to Date 2014, respectively.

Additional Balance Sheet Information

At July 31, 2015, August 1, 2014 and January 30, 2015 the Company included $4.2 million, $5.3 million and $5.7 million in Accounts receivable, net, respectively and $9.5 million, $10.4 million and $9.1 million in Accounts payable, respectively, in the Condensed Consolidated Balance Sheets to reflect amounts due from and owed to Sears Holdings.

At July 31, 2015, August 1, 2014 and January 30, 2015 a $14.6 million, $13.9 million and $14.3 million receivable, respectively, was recorded by the Company in Other assets in the Condensed Consolidated Balance Sheets to reflect the indemnification by Sears Holdings Corporation of the pre-Separation uncertain tax positions (including penalties and interest) for which Sears Holdings Corporation is responsible.

NOTE 10. SEGMENT REPORTING

The Company is a leading multi-channel retailer of casual clothing, accessories and footwear, as well as home products, and has two reportable segments: Direct and Retail. Both segments sell similar products and provide services. Product sales are divided by product categories: Apparel and Non-apparel. The Non-apparel sales include accessories, footwear, and home goods. Services and other revenue includes embroidery, monogramming, gift wrapping, shipping and other services. Net revenue is aggregated by product category in the following table:



	13 Weeks Ended				26 Weeks Ended
(in thousands)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Net revenue:
Apparel	$	258,168	$	285,789	$	511,613	$	561,646
Non-apparel	34,503		39,697		65,828		77,314
Services and other	19,743		21,736		34,360		38,745
Total net revenue	$	312,414	$	347,222	$	611,801	$	677,705

The Company identifies reportable segments according to how business activities are managed and evaluated. Each of the Company’s operating segments are reportable segments and are strategic business units that offer similar products and services but are sold either directly from its warehouses (Direct) or through its retail stores (Retail). Adjusted EBITDA is the primary measure used to make decisions on allocating resources and assessing performance of each operating segment. Adjusted EBITDA is computed as Income before taxes appearing on the Condensed Consolidated and Combined Statements of Operations net of interest expense, depreciation and amortization and other significant items that while periodically affecting the Company's results, may vary significantly from period to period and may have a disproportionate effect in a given period, which may affect comparability of results. Reportable segment assets are those directly used in or clearly allocable to an operating segment’s operations. Depreciation, amortization, and property and equipment expenditures are recognized in each respective segment. There were no material transactions between reporting segments for the Second Quarter 2015 and Second Quarter 2014 and Year to Date 2015 and Year to Date 2014.

•

The Direct segment sells products through the Company’s e-commerce websites and direct mail catalogs. Operating costs consist primarily of direct marketing costs (catalog and e-commerce marketing costs); order processing and shipping costs; direct labor and benefits costs and facility costs. Assets primarily include goodwill and trade name intangible assets, inventory, accounts receivable, prepaid expenses (deferred catalog costs), technology infrastructure, and property and equipment.

•

The Retail segment sells products and services through dedicated Lands’ End Shops at Sears across the United States, the Company’s stand-alone Lands’ End Inlet stores and international shop-in-shops. Operating costs consist primarily of labor and benefits costs; rent, CAM and occupancy costs; distribution costs; and in-store marketing costs. Assets primarily include retail inventory, fixtures and leasehold improvements.

•

The Corporate segment records revenues related to a licensing agreement with Sears Holdings Management Corporation, a subsidiary of Sears Holdings Corporation, whereby royalties are paid in consideration for sharing or use of intellectual property. Corporate overhead and other expenses include unallocated shared-service costs, which primarily consist of employee services and financial services, legal and corporate

expenses. These expenses include labor and benefits costs, corporate headquarters occupancy costs and other administrative expenses. Assets include corporate headquarters and facilities, corporate cash and cash equivalents and deferred income taxes.

Financial information by segment is presented in the following tables for the Second Quarter 2015, Second Quarter 2014, Year to Date 2015 and Year to Date 2014.

SUMMARY OF SEGMENT DATA



	13 Weeks Ended				26 Weeks Ended
(in thousands)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Net revenue:
Direct	$	264,735	$	292,562	$	518,108	$	568,603
Retail	47,577		54,625		93,569		109,055
Corporate/ other	102		35		124		47
Total net revenue	$	312,414	$	347,222	$	611,801	$	677,705



	13 Weeks Ended						26 Weeks Ended
(in thousands)	July 31, 2015			August 1, 2014			July 31, 2015			August 1, 2014
Adjusted EBITDA:
Direct	$	26,687		$	38,520		$	48,365		$	67,783
Retail	663			960			807			3,286
Corporate/ other	(7,730		)	(9,357		)	(16,502		)	(17,130		)
Total adjusted EBITDA	$	19,620		$	30,123		$	32,670		$	53,939



	13 Weeks Ended				26 Weeks Ended
(in thousands)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Depreciation and amortization:
Direct	$	3,200	$	3,845	$	6,895	$	7,860
Retail	499		651		996		1,295
Corporate/ other	362		329		723		672
Total depreciation and amortization	$	4,061	$	4,825	$	8,614	$	9,827



(in thousands)	July 31, 2015		August 1, 2014		January 30, 2015
Total assets:
Direct	$	1,078,682	$	1,060,419	$	1,023,364
Retail	76,593		82,433		67,765
Corporate/ other	248,089		174,242		262,308
Total assets	$	1,403,364	$	1,317,094	$	1,353,437



	13 Weeks Ended				26 Weeks Ended
(in thousands)	July 31, 2015		August 1, 2014		July 31, 2015		August 1, 2014
Capital expenditures:
Direct	$	2,419	$	3,964	$	13,302	$	5,431
Retail	53		142		53		142
Corporate/ other	74		62		165		143
Total capital expenditures	$	2,546	$	4,168	$	13,520	$	5,716

NOTE 11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is party to various legal proceedings arising in the ordinary course of business. These actions include commercial, intellectual property, employment, regulatory and consumer fraud claims. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. The Company does not believe that the outcome of any current legal proceeding would have a material adverse effect on results of operations, cash flows or financial position taken as a whole.

Beginning in 2005, the Company initiated the first of several claims in Iowa County Circuit Court against the City of Dodgeville (the "City") to recover overpaid taxes resulting from the city’s excessive property tax assessment of the Company’s headquarters campus. As of September 3, 2015, the City has refunded, as the result of various court decisions, over $4.0 million in excessive taxes and interest to the Company in the following amounts: (1) approximately $1.6 million arising from the 2005 and 2006 tax years that were recognized in the fiscal year ended January 29, 2010; (2) approximately $1.6 million arising from the 2007, 2009 and 2010 tax years, recognized in the fiscal year ended January 31, 2014; and (3) approximately $0.9 million arising from the 2008 tax year, recognized in the fiscal year ended January 30, 2015. The claims arising from 2005 and 2006 tax years are closed. The Company's claim arising from the 2008 tax year remains unresolved, with respect to a single issue, and is pending before the Wisconsin Court of Appeals. The Company's claims arising from tax years 2007 and 2009 through 2015 remain unresolved, as is the Company's administrative claim for the 2014 and 2015 are still pending before the Circuit Court on several unresolved issues. The Company believes that the potential additional aggregate recovery from the City of Dodgeville arising from the 2007 to 2015 tax years will range from $2.8 million to $4.6 million, none of which has been recorded in the Condensed Consolidated and Combined Financial Statements.

NOTE 12. SUPPLEMENTAL FINANCIAL INFORMATION

Product Recall Accrual Adjustment

On March 24, 2015 Lands' End announced a recall of selected styles of children's sleepwear that did not meet the federal flammability standard. As a result of the recall, the Company recorded a product recall accrual of $4.7 million which had the impact of reducing Operating income in the fourth quarter of Fiscal 2014. In the Second Quarter 2015, the Company reversed approximately $2.4 million of the product recall accrual as customer return rates for the recalled products have been below estimates despite efforts by the Company to contact impacted customers. The remaining accrual balance at July 31, 2015 was $0.8 million.

Non-cash Transactions

Certain non-cash transactions resulted at the time of the Separation. Such transactions were accounted for as an adjustment to Net parent company investment and did not result in cash flows as follows: (i) a $1.5 million liability related to postretirement benefits was transferred to Sears Holdings Corporation as it assumed administration and funding of the plan after the Separation, and (ii) as described in Note 2 - Income Taxes, upon Separation, certain tax attributes previously included within Net parent company investment were reclassified.

NOTE 13. RECENT ACCOUNTING PRONOUNCEMENTS

Customer's Accounting for Fees Paid in a Cloud Computing Arrangement

In April 2015, the FASB issued ASU 2015-05, Customers' Accounting for Fees Paid in a Cloud Computing Arrangement, which clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software under ASC 350-40. This guidance will be effective for Lands' End in the first quarter of its fiscal year ending January 27, 2017. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's Condensed Consolidated and Combined Financial Statements.

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the required presentation of debt issuance costs from an asset on the balance sheet to a deduction from the related debt liability. This guidance will be effective for Lands' End in its fiscal year ending January 27, 2017. The adoption of this guidance is not expected to have a material impact on the Company's Condensed Consolidated and Combined Financial Statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance was deferred by ASU 2015-14, issued by the FASB in August 2015, and will be effective for Lands' End in the first quarter of its fiscal year ending February 1, 2019. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's Condensed Consolidated and Combined Financial Statements.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which modifies the requirements for disposals to qualify as discontinued operations and expands related disclosure requirements. This guidance will be effective for Lands' End in its fiscal year ending January 29, 2016. The adoption of this guidance is not expected to have a material impact on the Company's Condensed Consolidated and Combined Financial Statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the Condensed Consolidated and Combined Financial Statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See “Cautionary Statements Concerning Forward-Looking Statements” below and "Item 1A. Risk Factors" in our Annual Report filed on Form 10-K for the year ended January 30, 2015, for a discussion of the uncertainties, risks and assumptions associated with these statements.

As used in this Quarterly Report on Form 10-Q, references to the “Company”, “Lands' End”, “we”, “us”, “our” and similar terms refer to Lands' End, Inc. and its subsidiaries. Our fiscal year ends on the Friday preceding the Saturday closest to January 31. Other terms that are commonly used in this Quarterly Report on Form 10-Q are defined as follows:

•Sears Holdings or Sears Holdings Corporation - Sears Holdings Corporation, a Delaware Corporation, and its consolidated subsidiaries (other than, for all periods following the Separation, Lands' End)

•Sears Roebuck - Sears, Roebuck and Co., a subsidiary of Sears Holdings Company

•Separation - On April 4, 2014 Sears Holdings distributed 100% of the outstanding common stock of Lands' End to its shareholders

•ESL - ESL Investments, Inc. and its investment affiliates, including Edward S. Lampert

•ABL Facility - Asset-based senior secured credit agreements, dated as of April 4, 2014, with Bank of America, N.A and certain other lenders

•Term Loan Facility - Term loan credit Agreement, dated as of April 4, 2014, with Bank of America, N.A. and certain other lenders

•Facilities - Collectively, the ABL Facility and the Term Loan Facility

•Fiscal 2014 - The fiscal year ended January 30, 2014

•UK Borrower - A United Kingdom subsidiary borrower of Lands’ End under the ABL Facility

•GAAP - Accounting principles generally accepted in the United States

•Same Store Sales - Net sales, from stores that have been open for at least 12 full months where selling square footage has not changed by 15% or more within the past fiscal year

•SEC - United States Securities and Exchange Commission

•Second Quarter 2015 - the thirteen weeks ended July 31, 2015

•Second Quarter 2014 - the thirteen weeks ended August 1, 2014

•Year to Date 2015 - the twenty-six weeks ended July 31, 2015

•Year to Date 2014 - the twenty-six weeks ended August 1, 2014

Executive Overview

Introduction

Management's discussion and analysis of financial condition and results of operations accompanies our condensed consolidated and combined financial statements and provides additional information about our business, financial condition, liquidity and capital resources, cash flows and results of operations. We have organized the information as follows:


•	Executive overview. This section provides a brief description of our business, accounting basis of presentation and a brief summary of our results of operations.


•	Discussion and analysis. This section highlights items affecting the comparability of our financial results and provides an analysis of our combined and segment results of operations for the 2015 and 2014 second fiscal quarter and year to date period.


•	Liquidity and capital resources. This section provides an overview of our historical and anticipated cash and financing activities. We also review our historical sources and uses of cash in our operating, investing and financing activities.


•	Quantitative and qualitative disclosures about market risk. This section discusses how we monitor and manage market risk related to changing currency rates. We also provide an analysis of how adverse changes in market conditions could impact our results based on certain assumptions we have provided.


•	Application of Critical accounting policies and estimates. This section summarizes the accounting policies that we consider important to our financial condition and results of operations and which require significant judgment or estimates to be made in their application.

Description of the Company

Lands’ End, Inc. is a leading multi-channel retailer of casual clothing, accessories and footwear, as well as home products. We offer products through catalogs, online at www.landsend.com and affiliated specialty and international websites, and through retail locations, primarily at Lands’ End Shops at Sears, stand-alone Lands’ End Inlet stores and international shop-in-shops that sell merchandise in various retail department stores. We are a classic American lifestyle brand with a passion for quality, legendary service and real value, and we seek to deliver timeless style for men, women, kids and the home. Lands’ End was founded in 1963 in Chicago by Gary Comer and his partners to sell sailboat hardware and equipment by catalog. While our product focus has shifted significantly over the years, we have continued to adhere to our founder’s motto as one of our guiding principles: “Take care of the customer, take care of the employee and the rest will take care of itself.”

On March 14, 2014, the board of directors of Sears Holdings approved the distribution of the issued and outstanding shares of Lands’ End common stock on the basis of 0.300795 shares of Lands’ End common stock for each share of Sears Holdings common stock held on March 24, 2014, the record date. Sears Holdings distributed 100 percent of the outstanding common stock of Lands’ End to its shareholders on April 4, 2014.

Basis of Presentation

The financial statements presented herein represent (i) periods prior to April 4, 2014 when we were a wholly owned subsidiary of Sears Holdings Corporation (referred to as “Combined Financial Statements”) and (ii) the period as of and subsequent to April 4, 2014 when we became a separate publicly-traded company (referred to as “Consolidated Financial Statements”).

Our historical Combined Financial Statements have been prepared on a stand-alone basis and have been derived from the consolidated financial statements of Sears Holdings and accounting records of Sears Holdings. The Combined Financial Statements include Lands’ End, Inc. and subsidiaries and certain other items related to the Lands’ End business which were held by Sears Holdings prior to the Separation, primarily the Lands’ End Shops at Sears. These items were contributed by Sears Holdings to Lands’ End, Inc. prior to the Separation. These historical Combined Financial Statements reflect our financial position, results of operations and cash flows in conformity with GAAP.

All intracompany transactions and accounts have been eliminated. Prior to the Separation, all intercompany transactions between Sears Holdings and Lands’ End were considered to be effectively settled in the Combined Financial Statements at the time the transactions were recorded. The total net effect of the settlement of these intercompany transactions is reflected in the Condensed Consolidated and Combined Statements of Cash Flows as a financing activity.

Upon completion of the Separation, the Company had 31,956,521 shares of common stock outstanding at a par value of $0.01 per share. After Separation adjustments were recorded, the remaining Net parent company investment, which includes all earnings prior to the Separation, was transferred to Additional paid-in capital.

Following the Separation, we began operating as a separate, publicly traded company, independent from Sears Holdings. According to statements on form Schedule 13D filed with the SEC by ESL, ESL beneficially owned significant portions of both the Company's and Sears Holdings Corporation's outstanding shares of common stock. Therefore Sears Holdings Corporation, the Company's former parent company, is considered a related party both prior to and subsequent to the Separation.

The success of our Retail segment depends on the performance of the Lands’ End Shops at Sears. Under the terms of the master lease agreement and master sublease agreement pursuant to which Sears Roebuck leases or subleases to us the premises for the Lands’ End Shops at Sears, Sears Roebuck has certain rights to (1) relocate our leased premises within the building in which such premises are located, subject to certain limitations, including our right to terminate the applicable lease if we are not satisfied with the new premises, and (2) terminate without liability the lease with respect to a particular Lands’ End Shop if the overall Sears store in which such Lands’ End Shop is located is closed or sold. Sears Holdings announced that it intends to continue to right-size, redeploy and highlight the value of its assets, including its real estate portfolio, in its transition from an asset-intensive, store-focused retailer and that it has entered into lease agreements with third party retailers for stand-alone stores. On July 7, 2015, Sears Holdings completed a rights offering and sale-leaseback transaction (the “Seritage transaction”) with Seritage Growth Properties (“Seritage”), a recently formed, independent publicly traded real estate investment trust. Sears Holdings disclosed that as part of the Seritage transaction, it sold 235 properties to Seritage (the “REIT properties”) along with Sears Holdings’ 50% interest in each of three real estate joint ventures (collectively, the “JVs”). Sears Holdings also disclosed that it contributed 31 properties to the JVs (the “JV properties”). As of July 31, 2015, 59 of the REIT properties contained a Lands’ End Shop and 15 of the JV properties contained a Lands’ End Shop, the leases with respect to which Sears Roebuck retained for its own account. Sears Holdings disclosed that Seritage and the JVs have a recapture right with respect to approximately 50% of the space within the stores at the REIT properties and JV properties (subject to certain exceptions), and with respect to nine of the stores that contain a Lands’ End Shop, Seritage has the additional right to recapture 100% of the space within the Sears Roebuck store. If Sears Roebuck continues to dispose of retail stores that contain Lands’ End Shops, and/or offer us relocation alternatives for Lands’ End Shops that are less attractive than the current premises, our business and results of operations could be adversely affected. On July 31, 2015 the Company operated 229 Lands’ End Shops at Sears, compared with 247 Lands’ End Shops at Sears on August 1, 2014.

Seasonality

We experience seasonal fluctuations in our net sales and operating results and historically have realized a significant portion of our net sales and earnings for the year during our fourth fiscal quarter. We generated approximately 34% of our net sales in the fourth fiscal quarter of the past three years. Thus, lower than expected fourth quarter net sales could have an adverse impact on our annual operating results.

Working capital requirements typically increase during the third quarter of the fiscal year as inventory builds to support peak shipping/selling period and, accordingly, typically decrease during the fourth quarter of the fiscal year as inventory is shipped/sold. Cash provided by operating activities is typically higher in the fourth quarter of the fiscal year due to reduced working capital requirements during that period.

Results of Operations

The following table sets forth, for the periods indicated, selected income statement data:



	13 Weeks Ended
	July 31, 2015					August 1, 2014
(in thousands)	$’s			% of Net Sales		$’s		% of Net Sales
Net revenue	$	312,414		100.0	%	$	347,222	100.0	%
Cost of sales (excluding depreciation and amortization)	167,914			53.7	%	178,816		51.5	%
Gross profit	144,500			46.3	%	168,406		48.5	%
Selling and administrative	124,880			40.0	%	138,283		39.8	%
Depreciation and amortization	4,061			1.3	%	4,825		1.4	%
Other operating income, net	(2,359		)	(0.8	)%	—		—	%
Operating income	17,918			5.7	%	25,298		7.3	%
Interest expense	6,225			2.0	%	6,205		1.8	%
Other income, net	498			0.2	%	203		0.1	%
Income before income taxes	12,191			3.9	%	19,296		5.6	%
Income tax expense	4,730			1.5	%	7,451		2.1	%
Net income	$	7,461		2.4	%	$	11,845	3.4	%



	26 Weeks Ended
	July 31, 2015					August 1, 2014
(in thousands)	$’s			% of Net Sales		$’s		% of Net Sales
Net revenue	$	611,801		100.0	%	$	677,705	100.0	%
Cost of sales (excluding depreciation and amortization)	320,737			52.4	%	347,277		51.2	%
Gross profit	291,064			47.6	%	330,428		48.8	%
Selling and administrative	258,394			42.2	%	276,489		40.8	%
Depreciation and amortization	8,614			1.4	%	9,827		1.5	%
Other operating (income) expense, net	(2,357		)	(0.4	)%	20		—	%
Operating income	26,413			4.3	%	44,092		6.5	%
Interest expense	12,411			2.0	%	8,130		1.2	%
Other income, net	1,006			0.2	%	340		0.1	%
Income before income taxes	15,008			2.5	%	36,302		5.4	%
Income tax expense	5,823			1.0	%	13,589		2.0	%
Net income	$	9,185		1.5	%	$	22,713	3.4	%

Depreciation and amortization is not included in our cost of sales because we are a reseller of inventory and do not believe that including depreciation and amortization is meaningful. As a result, our gross margins may not be comparable to other entities that include depreciation and amortization related to the sale of their product in their gross margin measure.

Net Income and Adjusted EBITDA

We recorded Net income of $7.5 million and $11.8 million for the Second Quarter 2015 and Second Quarter 2014, respectively. In addition to our Net income determined in accordance with GAAP, for purposes of evaluating operating performance, we use an Adjusted EBITDA measurement. Adjusted EBITDA is computed as Net income appearing on the Condensed Consolidated and Combined Statements of Operations net of Income tax expense, Other Income, net, Interest expense, Depreciation and amortization, and certain significant items set forth below. Our management uses Adjusted EBITDA to evaluate the operating performance of our businesses, as well as executive compensation metrics, for comparable periods. Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as it excludes a number of important cash and non-cash recurring items.

While Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance, and useful to investors, because:


•	EBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax costs.


•	Other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results. We have adjusted our results for these items to make our statements more comparable and therefore more useful to investors as the items are not representative of our ongoing operations.


◦	For the Second Quarter 2015 and Year to Date 2015, we excluded a benefit related to the reversal of a portion of the product recall accrual recognized in Fiscal 2014 as this was an unusual event that affects the comparability of our financial results.


◦	For the Second Quarter 2015, Year to Date 2015 and Year to Date 2014, we excluded the loss on disposal of property and equipment as management considers the gains or losses on disposal of assets to result from investing decisions rather than ongoing operations.



	13 Weeks Ended
	July 31, 2015					August 1, 2014
(in thousands)	$’s			% of Net Sales		$’s		% of Net Sales
Net income	$	7,461		2.4	%	$	11,845	3.4	%
Income tax expense	4,730			1.5	%	7,451		2.1	%
Other income, net	498			0.2	%	203		0.1	%
Interest expense	6,225			2.0	%	6,205		1.8	%
Operating income	17,918			5.7	%	25,298		7.3	%
Depreciation and amortization	4,061			1.3	%	4,825		1.4	%
Product recall	(2,364		)	(0.8	)%	—		—	%
Loss on disposal of property and equipment	5			—	%	—		—	%
Adjusted EBITDA	$	19,620		6.3	%	$	30,123	8.7	%



	26 Weeks Ended
	July 31, 2015					August 1, 2014
(in thousands)	$’s			% of Net Sales		$’s		% of Net Sales
Net income	$	9,185		1.5	%	$	22,713	3.4	%
Income tax expense	5,823			1.0	%	13,589		2.0	%
Other income, net	1,006			0.2	%	340		0.1	%
Interest expense	12,411			2.0	%	8,130		1.2	%
Operating income	26,413			4.3	%	44,092		6.5	%
Depreciation and amortization	8,614			1.4	%	9,827		1.5	%
Product recall	(2,364		)	(0.4	)%	—		—	%
Loss on disposal of property and equipment	7			—	%	20		—	%
Adjusted EBITDA	$	32,670		5.3	%	$	53,939	8.0	%

In assessing the operational performance of our business, we consider a variety of financial measures. We operate in two reportable segments, Direct (sold through e-commerce websites and direct mail catalogs) and Retail (sold through stores). A key measure in the evaluation of our business is revenue performance by segment. We also consider gross margin and Selling and administrative expenses in evaluating the performance of our business.

To evaluate revenue performance for the Direct segment we use Net revenue. For our Retail segment, we use Same Store Sales as a key measure in evaluating performance. A store is included in Same Store Sales calculations on the first day it has comparable prior year sales. Stores in which the selling square footage has changed by 15% or more as a result of a remodel, expansion, reduction or relocation are excluded from Same Store Sales calculations until the first day they have comparable prior year sales. Online sales and sales generated through our in-store computer kiosks are considered revenue in our Direct segment and are excluded from Same Store Sales.

Discussion and Analysis

Second Quarter 2015 compared with the Second Quarter 2014

Net Revenue

Net revenue for the Second Quarter 2015 was $312.4 million, compared with $347.2 million in the comparable period of the prior year, a decrease of $34.8 million or 10%. The decrease was comprised of a decrease in our Direct segment of $27.8 million and a decrease in our Retail segment of $7.0 million.

Net revenue in our Direct segment was $264.7 million for the Second Quarter 2015, a decrease of $27.8 million, or 10% from the comparable period of the prior year. The decrease was attributable to declines in all of our markets. We realized declining performance in all of our major product categories, as customer acceptance of our Spring/Summer collection and our reduced promotional approach fell short of last year. The international markets were also impacted by changes in currency exchange rates which negatively impacted reported revenue by $8.2 million.

Net revenue in our Retail segment was $47.6 million for the Second Quarter 2015, a decrease of $7.0 million, or 12.9% from the comparable period of the prior year. The decrease was driven by a decrease in same store sales and a decrease in the number of Lands’ End Shops at Sears. Same store sales in the Second Quarter 2015 decreased 7.5%, driven by lower sales in the Company’s Lands’ End Shops at Sears. On July 31, 2015, the Company operated 229 Lands’ End Shops at Sears, 14 global Lands’ End Inlet stores and four international shop-in-shops compared with 247 Lands’ End Shops at Sears and 14 global Lands’ End Inlet stores on August 1, 2014.

Gross Profit

Total gross profit decreased 14% to $144.5 million and gross margin decreased 220 basis points to 46.3% of total Net revenue, in the Second Quarter 2015, compared with $168.4 million, or 48.5% of total Net revenue, for the Second Quarter 2014. The gross profit decrease was comprised of a decrease in our Direct segment of $20.7 million and a decrease in our Retail segment of $3.3 million.

Gross profit in the Direct segment was $123.3 million compared with $144.0 million for the Second Quarter 2015 and Second Quarter 2014, respectively. Gross margin in the Direct segment decreased approximately 260 basis points to 46.6% in the Second Quarter 2015 versus 49.2% in the comparable prior year period, primarily attributable to:

•110 basis points due to the impact of changes in currency exchange rates, and

•100 basis points due to a decrease in merchandise margin driven by an increasingly competitive marketplace and air freight costs related to the west coast port congestion that is now resolved.

Retail segment gross profit decreased $3.3 million to $21.1 million in the Second Quarter 2015 from $24.4 million in the Second Quarter 2014. Retail segment gross margin decreased approximately 30 basis points to 44.4% compared with 44.7% for the Second Quarter 2015 and Second Quarter 2014, respectively, driven by the timing of liquidation activities, partially offset by a slight increase in merchandise margin.

Selling and Administrative Expenses

Selling and administrative expenses were $124.9 million, or 40.0% of total Net revenue compared with $138.3 million or 39.8% of total Net revenue in the Second Quarter 2015 and Second Quarter 2014, respectively. Of the $13.4 million decrease, changes in currency exchange rates favorably impacted Selling and administrative expenses by approximately $4.1 million. The currency neutral savings were primarily attributable to decreases in incentive compensation expenses and lower marketing spend.

The Direct segment Selling and administrative expenses were $96.6 million compared with $105.4 million for the Second Quarter 2015 and Second Quarter 2014, respectively. Of the $8.8 million or 8.3% decrease, changes in currency exchange rates favorably impacted Direct Selling and administrative expenses by approximately $4.1 million. The currency neutral savings were primarily attributable to a decrease in marketing spend of $2.3 million driven by a decrease in catalog circulation and a decrease in incentive compensation of $2.8 million.

The Retail segment Selling and administrative expenses were $20.5 million compared with $23.4 million for the Second Quarter 2015 and Second Quarter 2014, respectively. The $2.9 million or 12.4% decrease was primarily attributable to a decrease in store personnel related expenses of $1.4 million, a decrease in marketing spend of $0.7 million, and lower occupancy costs of $0.5 million attributable to fewer store locations.

Corporate / other Selling and administrative expenses were $7.8 million compared with $9.4 million for the Second Quarter 2015 and Second Quarter 2014, respectively. The $1.6 million or 17.0% decrease was primarily attributable to changes in personnel costs which included a decrease in incentive compensation of $2.4 million partially offset by an increase in non-incentive personnel expenses of $1.0 million.

Depreciation and Amortization

Depreciation and amortization expense decreased 15.8% to $4.1 million in the Second Quarter 2015 from $4.8 million in Second Quarter 2014 primarily attributable to an increase in fully depreciated assets.

Other Operating (Income) / Expense, Net

Other operating (income) / expense, net was primarily related to the reversal of approximately $2.4 million of the product recall accrual that was recognized and recorded in the fourth quarter of 2014. The customer return rates for the recalled products have been below estimates despite efforts by the Company to contact impacted customers

Operating Income

As a result of the above factors, Operating income decreased to $17.9 million in the Second Quarter 2015 from $25.3 million in Second Quarter 2014.

Interest Expense

Interest expense was unchanged at $6.2 million in the Second Quarter 2015 compared to the Second Quarter 2014.

Income Tax Expense

Income tax expense was $4.7 million for the Second Quarter 2015 compared with $7.5 million in the Second Quarter 2014. The decrease was primarily attributable to lower Operating income. The effective tax rate was 38.8% in the Second Quarter 2015 compared with 38.6% in the Second Quarter 2014.

Net Income

As a result of the above factors, Net income decreased to $7.5 million and diluted earnings per share decreased to $0.23 in the Second Quarter 2015 compared with Net income of $11.8 million and diluted earnings per share of $0.37 in the Second Quarter 2014. The product recall accrual adjustment favorably impacted Net income by $1.4 million (after tax) and earnings per share by $0.05.

Adjusted EBITDA

As a result of the above factors, Adjusted EBITDA, which excludes the impact of the product recall accrual adjustment, decreased 35% to $19.6 million in the Second Quarter 2015 from $30.1 million in the Second Quarter 2014.

Year to Date 2015 compared with the Year to Date 2014

Net Revenue

Net revenue for the Year to Date 2015 was $611.8 million, compared with $677.7 million in the comparable period of the prior year, a decrease of $65.9 million or 10%. The decrease was comprised of a decrease in our Direct segment of $50.5 million and a decrease in our Retail segment of $15.4 million.

Net revenue in our Direct segment was $518.1 million for the Year to Date 2015, a decrease of $50.5 million, or 9% from the comparable period of the prior year. The decrease was attributable to declines in all of our markets. We realized declining performance in all of our major product categories, as customer acceptance of our Spring/Summer collection and our reduced promotional approach fell short of last year. The international markets were also impacted by changes in currency exchange rates which negatively impacted reported revenue by $17.1 million.

Net revenue in our Retail segment was $93.6 million for the Year to Date 2015, a decrease of $15.5 million, or 14% from the comparable period of the prior year. The decrease was attributable to a decrease in same store sales and a decrease in the number of Lands’ End Shops at Sears. Same store sales in the Year to Date 2015 decreased 10%, driven by lower sales in the Company’s Lands’ End Shops at Sears. On July 31, 2015, the Company operated 229 Lands’ End Shops at Sears, 14 global Lands’ End Inlet stores and four international shop-in-shops compared with 247 Lands’ End Shops at Sears and 14 global Lands’ End Inlet stores on August 1, 2014.

Gross Profit

Total gross profit decreased 12% to $291.1 million and gross margin decreased 120 basis points to 47.6% of total Net revenue, compared with $330.4 million, or 48.8% of total Net revenue, for the Year to Date 2015 and Year to Date 2014, respectively.

Gross profit in the Direct segment was $248.6 million compared with $280.9 million for the Year to Date 2015 and Year to Date 2014, respectively. The decrease in Gross profit is largely attributable to lower revenue. Gross margin in the Direct segment decreased approximately 140 basis points to 48.0% in the Year to Date 2015 versus 49.4% in the comparable prior year period, primarily attributable to changes in currency exchange rates and decreased merchandise margin driven by an increasingly competitive marketplace and air freight costs related to the west coast port congestion that is now resolved.

Retail segment gross profit decreased $7.2 million to $42.3 million in the Year to Date 2015 from $49.5 million in the Year to Date 2014. Retail segment gross margin decreased approximately 20 basis points to 45.2% compared with 45.4% for the Year to Date 2015 and Year to Date 2014, respectively.

Selling and Administrative Expenses

Selling and administrative expenses were $258.4 million, or 42.2% of total Net revenue compared with $276.5 million or 40.8% of total Net revenue in the Year to Date 2015 and Year to Date 2014, respectively. The $18.1 million decrease was attributable to a $12.8 million decrease in the Direct segment, a $4.7 million decrease in the Retail segment, and a $0.6 million decrease in the Corporate segment. Selling and administrative expenses were favorably impacted by $8.5 million during the Year to Date 2015 period due to changes in currency exchange rates.

The Direct segment Selling and administrative expenses were $200.3 million compared with $213.1 million for the Year to Date 2015 and Year to Date 2014, respectively. The $12.8 million or 6% decrease was primarily due to changes in the currency exchange rates which impacted Direct Selling and administrative expenses by $8.4 million. The currency neutral savings were attributable to a decrease in non-incentive personnel costs of $2.1 million, largely attributable to lower volume, a decrease in marketing spend of $1.2 million driven by reduction in catalog circulation, and a decrease in incentive compensation of $3.3 million.

The Retail segment Selling and administrative expenses were $41.5 million compared with $46.2 million for the Year to Date 2015 and Year to Date 2014, respectively. The $4.7 million or 10% decrease was primarily attributable to a decrease in store personnel related expenses of $3.0 million, a $0.9 million decrease in marketing spend and a $0.7 million decrease in occupancy costs attributable to operating fewer store locations.

Corporate / other Selling and administrative expenses were $16.6 million compared with $17.2 million for the Year to Date 2015 and Year to Date 2014, respectively. The $0.6 million or 3.5% decrease was primarily attributable to a decrease in incentive compensation of $2.9 million partially offset by an increase in non-incentive personnel costs of $2.6 million.

Depreciation and Amortization

Depreciation and amortization expense decreased 12.2% to $8.6 million in the Year to Date 2015 from $9.8 million in the Year to Date 2014 primarily attributable to an increase in fully depreciated assets.

Other Operating (Income) / Expense, Net

Operating Income

As a result of the above factors, Operating income decreased to $26.4 million in the Year to Date 2015 from $44.1 million in the Year to Date 2014.

Interest Expense

Interest expense increased to $12.4 million in the Year to Date 2015 compared with $8.1 million in the Year to Date 2014. There were two additional months of interest expense in the Year to Date 2015 compared with the Year to Date 2014.

Income Tax Expense

Income tax expense was $5.8 million for the Year to Date 2015 compared with $13.6 million in the Year to Date 2014. The decrease was primarily attributable to lower Operating income and increased Interest expense. The effective tax rate was 38.8% in the Year to Date 2015 compared with 37.4% in the Year to Date 2014. The increase in the effective rate was attributable to certain discrete beneficial items associated with the Separation in the Year to Date 2014.

Net Income

As a result of the above factors, Net income decreased to $9.2 million and diluted earnings per share decreased to $0.29 in the Year to Date 2015 compared with Net income of $22.7 million and diluted earnings per share of $0.71 in the Year to Date 2014. The product recall accrual adjustment favorably impacted Net income by $1.4 million (after tax) and earnings per share by $0.05.

Adjusted EBITDA

As a result of the above factors, Adjusted EBITDA, which excludes the impact of the product recall accrual adjustment, decreased 39% to $32.7 million in the Year to Date 2015 from $53.9 million in the Year to Date 2014.

Liquidity and Capital Resources

Our primary need for liquidity is to fund working capital requirements of our business, capital expenditures, debt service and for general corporate purposes. Our cash and cash equivalents and the ABL Facility serve as sources of liquidity for short-term working capital needs and general corporate purposes. We expect that our cash on hand and cash flows from operations, along with our ABL Facility will be adequate to meet our capital requirements and operational needs for the next 12 months. Cash generated from our net sales and profitability, and somewhat to a lesser extent our changes in working capital, are driven by the seasonality of our business, with a disproportionate amount of net sales and operating cash flows generally occurring in the fourth fiscal quarter of each year.

Description of Material Indebtedness

Debt Arrangements

Lands’ End entered into an asset-based senior secured credit agreement, dated as of April 4, 2014, with Bank of America, N.A. and certain other lenders, which provides for maximum borrowings of $175 million under the ABL Facility for Lands’ End, subject to a borrowing base, with a $30.0 million sub facility for the UK Borrower. The ABL Facility has a sub-limit of $70 milllion for domestic letters of credit and a sub-limit of $15 million for letters of credit for the UK Borrower. The ABL Facility is available for working capital and other general corporate purposes, and was undrawn at July 31, 2015 and August 1, 2014, other than for letters of credit. The Company had borrowing availability under the ABL Facility of $163.7 million as of July 31, 2015, net of outstanding letters of credit of $11.3 million.

Also on April 4, 2014, Lands’ End entered into a term loan credit agreement with Bank of America, N.A., with respect to the Term Loan Facility of $515.0 million, the proceeds of which were used to pay a dividend of $500.0 million to a subsidiary of Sears Holdings Corporation immediately prior to the Separation and to pay fees and expenses associated with the Facilities of approximately $11.4 million, with the remaining proceeds to be used for general corporate purposes.

Maturity; Amortization and Prepayments

The ABL Facility will mature on April 4, 2019. The Term Loan Facility will mature on April 4, 2021 and will amortize at a rate equal to 1% per annum, and is subject to mandatory prepayment in an amount equal to a percentage of the borrower’s excess cash flows in each fiscal year, ranging from 0% to 50% depending on Lands’ End’s secured leverage ratio, and the proceeds from certain asset sales and casualty events.

Guarantees; Security

All domestic obligations under the Facilities are unconditionally guaranteed by Lands’ End and, subject to certain exceptions, each of its existing and future direct and indirect domestic subsidiaries. In addition, the obligations of the UK Borrower under the ABL Facility are guaranteed by its existing and future direct and indirect subsidiaries organized in the United Kingdom. The ABL Facility is secured by a first priority security interest in certain working capital of the borrowers and guarantors consisting primarily of accounts receivable and inventory. The Term Loan Facility is secured by a second priority security interest in the same collateral, with certain exceptions.

The Term Loan Facility also is secured by a first priority security interest in certain property and assets of the borrowers and guarantors, including certain fixed assets and stock of subsidiaries. The ABL Facility is secured by a second priority security interest in the same collateral.

Interest; Fees

The interest rates per annum applicable to the loans under the Facilities are based on a fluctuating rate of interest measured by reference to, at the borrowers’ election, either (i) LIBOR plus a borrowing margin, or (ii) an alternative base rate plus a borrowing margin. The borrowing margin is fixed for the Term Loan Facility at 3.25% in the case of LIBOR loans and 2.25% in the case of base rate loans. For the Term Loan Facility, LIBOR is subject to a 1% interest rate floor. The borrowing margin for the ABL Facility is subject to adjustment based on the average excess availability under the ABL Facility for the preceding fiscal quarter, and will range from 1.50% to 2.00% in the case of LIBOR borrowings and will range from 0.50% to 1.00% in the case of base rate borrowings.

Customary agency fees are payable pursuant to the terms of the Facilities. The ABL Facility fees also include (i) commitment fees, based on a percentage ranging from approximately 0.25% to 0.38% of the daily unused portions of the facility, and (ii) customary letter of credit fees.

Representations and Warranties; Covenants

Subject to specified exceptions, the Facilities contain various representations and warranties and restrictive covenants that, among other things, restrict the ability of Lands’ End and its subsidiaries to incur indebtedness (including guarantees), grant liens, make investments, make dividends or distributions with respect to capital stock, make prepayments on other indebtedness, engage in mergers or change the nature of their business. In addition, if excess availability under the ABL Facility falls below the greater of 10% of the loan cap amount or $15 million, Lands’ End will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0. The Facilities do not otherwise contain financial maintenance covenants. The Company was in compliance with all financial covenants related to the Facilities as of July 31, 2015.

Events of Default

The Facilities include customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross defaults related to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, and material judgments and change of control.

Cash Flows from Operating Activities

Operating activities generated net cash of $3.4 million for the Year to Date 2015 compared with a cash generated from operating activities of $105.2 million for the Year to Date 2014 due to:


•	Increased inventory purchases to replenish inventory levels, as beginning inventory for Fiscal 2015 was $69 million more than beginning inventory for Fiscal 2014,


•	Lower Operating income, primarily due to decreased Net revenue, and


•	The one time impact of items in the prior year that were settled through inter-company transactions with our former parent prior to the separation.

Cash Flows from Investing Activities

Net cash used in investing activities was $13.5 million and $5.7 million for the Year to Date 2015 and Year to Date 2014, respectively. Cash used in investing activities for both periods was primarily used for investments to update our information technology infrastructure and property and equipment.

For 2015, we plan to invest a total of approximately $25.0 million to $30.0 million in capital expenditures for strategic investments and infrastructure, primarily associated with our ERP investment, other technology investments and general corporate needs.

Cash Flows from Financing Activities

Net cash used by financing activities was $2.6 million for the Year to Date 2015 compared with net cash provided by financing activities of $11.1 million for the Year to Date 2014.

Financing activities in the Year to Date 2015 consisted of two quarterly payments for the Term Loan. Financing activities in the Year to Date 2014 consisted of cash proceeds of $515.0 million from our Term Loan Facility and a $8.8 million, net, contribution from Sears Holdings, offset by a $500.0 million dividend paid to a subsidiary of Sears Holdings Corporation prior to the Separation, $11.3 million of debt issuance costs related to the Facilities and a quarterly payment for the Term Loan.

Contractual Obligations and Off-Balance-Sheet Arrangements

There have been no material changes to our contractual obligations and off-balance-sheet arrangements as discussed in our Annual Report on Form 10-K for the fiscal year ended January 30, 2015.

Financial Instruments with Off-Balance-Sheet Risk

Lands’ End entered into the ABL Facility, which provides for maximum borrowings of $175.0 million for Lands’ End, subject to a borrowing base, with a $30.0 million sub facility for the UK Borrower. The ABL Facility has a sub-limit of $70.0 million for domestic letters of credit and a sub-limit of $15.0 million for letters of credit for the UK Borrower. The ABL Facility is available for working capital and other general corporate purposes, and was undrawn at July 31, 2015 and August 1, 2014, other than for letters of credit. The Company had borrowing availability under the ABL Facility of $163.7 million as of July 31, 2015, net of outstanding letters of credit of $11.3 million.

In addition, Lands’ End has a $2.2 million foreign subsidiary credit facility that is supported by a Lands’ End, Inc. guarantee. This credit facility guarantees and allows for deferred payment of custom duties. This credit facility was not utilized during the Year to Date 2015 and Year to Date 2014.

Application of Critical Accounting Policies and Estimates

We believe that the assumptions and estimates associated with inventory valuation, goodwill and intangible asset impairment assessments and income taxes have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

There have been no material changes to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended January 30, 2015.

As previously discussed, Lands' End reviews the Company's indefinite-lived intangible asset, the Lands’ End trade name, for impairment by comparing the carrying amount of the asset to the fair value. The Company considers the income approach when testing the intangible asset with indefinite life for impairment on an annual basis. Lands' End determined that the income approach, specifically the relief from royalty method, was most appropriate for analyzing the Company's indefinite-lived asset. This method is based on the assumption that, in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset class. The relief from royalty method involves two steps: (1) estimation of reasonable royalty rates for the assets and (2) the application of these royalty rates to a revenue stream and discounting the resulting cash flows to determine a value. The Company multiplied the selected royalty rate by the forecasted net sales stream to calculate the cost savings (relief from royalty payment) associated with the asset. The cash flows are then discounted to present value by the selected discount rate and compared to the carrying value of the asset.

During Fiscal 2014, Fiscal 2013 and Fiscal 2012, the fair value of the indefinite-lived intangible asset exceeded its carrying value and, as such, the Company did not record any intangible asset impairment charges. The fair value of our indefinite-lived intangible asset exceeded its carrying value by 12% as of the date of our latest annual impairment test. However, a continued decline in revenues could negatively impact the Company's future revenue forecasts and as a result the calculated fair value of the indefinite-lived intangible assets.

Recent Accounting Pronouncements

See Part I, Item I Note 13 – Recent Accounting Pronouncements, of the Condensed Consolidated and Combined Financial Statements (Unaudited) included in this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements made in this Quarterly Report on Form 10-Q contain forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include without limitation information concerning our future financial performance, business strategy, plans, goals and objectives.

Statements preceded or followed by, or that otherwise include, the words “believes,” “expects,” “anticipates,” “intends,” “project,” “estimates,” “plans,” “forecast,” “is likely to” and similar expressions or future or conditional verbs such as “will,” “may,” “would,” “should” and “could” are generally forward-looking in nature and not historical facts. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements.

The following factors, among others, could cause our actual results, performance, and achievements to differ from those described in the forward-looking statements: our ability to offer merchandise and services that customers want to purchase; changes in customer preference for our branded merchandise; customers’ use of our digital platform, including our e-commerce websites, and response to direct mail catalogs and digital marketing; the success of our overall marketing strategies, including our maintenance of a robust customer list; our dependence on information technology and a failure of information technology systems, including with respect to our e-commerce operations, or an inability to upgrade or adapt our systems; the success of our ERP implementation; fluctuations and increases in the costs of raw materials; impairment of our relationships with our vendors; our failure to maintain the security of customer, employee or company information; our failure to compete effectively in the apparel industry; the performance of our “store within a store” business model; if Sears Roebuck sells or disposes of its retail stores or if its retail business does not attract customers or does not adequately provide services to the Lands’ End Shops at Sears; legal, regulatory, economic and political risks associated with international trade and those markets in which we conduct business and source our merchandise; our failure to protect or preserve the image of our brands and our intellectual property rights; increases in postage, paper and printing costs; failure by third parties who provide us with services in connection with certain aspects of our business to perform their obligations; our failure to timely and effectively obtain shipments of products from our vendors and deliver merchandise to our customers; reliance on promotions and markdowns to encourage consumer purchases; our failure to efficiently manage inventory levels; unseasonal or severe weather conditions; the seasonal nature of our business; the adverse effect on our reputation if our independent vendors do not use ethical business practices or comply with applicable laws and regulations; assessments for additional state taxes; our exposure to periodic litigation and other regulatory proceedings, including with respect to product liability claims; incurrence of charges due to impairment of goodwill, other intangible assets and long-lived assets; our failure to retain our executive management team and to attract qualified new personnel; the impact on our business of adverse worldwide economic and market conditions, including economic factors that negatively impact consumer spending on discretionary items; the inability of our past performance generally, as

reflected on our historical financial statements, to be indicative of our future performance; the impact of increased costs due to a decrease in our purchasing power following the Separation and other losses of benefits associated with being a subsidiary of Sears Holdings; the failure of Sears Holdings or its subsidiaries to perform under various transaction agreements that have been executed in connection with the Separation or our failure to have necessary systems and services in place when certain of the transaction agreements expire; our agreements related to the Separation and our continuing relationship with Sears Holdings were negotiated while we were a subsidiary of Sears Holdings and we may have received better terms from an unaffiliated third party; potential indemnification liabilities to Sears Holdings pursuant to the separation and distribution agreement; our inability to engage in certain corporate transactions after the Separation; the ability of our principal shareholders to exert substantial influence over us; adverse effects of the Separation on our business; potential liabilities under fraudulent conveyance and transfer laws and legal capital requirements; declines in our stock price due to the eligibility of a number of our shares of common stock for future sale; our inability to pay dividends; stockholders’ percentage ownership in Lands’ End may be diluted in the future; and increases in our expenses and administrative burden in relation to being a public company, in particular to maintain compliance with certain provisions of the Sarbanes-Oxley Act of 2002; and other risks, uncertainties and factors.

The foregoing factors should not be understood as exhaustive and should be read in conjunction with the other cautionary statements, including the “Risk Factors,” that were included in our Annual Report filed on Form 10-K filed on April 17, 2015 and in our other filings with the SEC and our other public announcements. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to publicly update or review any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or circumstances or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk inherent in our financial instruments represents the potential loss arising from adverse changes in currency rates. A significant portion of our business is transacted in U.S. dollars, and is expected to continue to be transacted in U.S. dollars or U.S. dollar-based currencies. As of July 31, 2015, we had $33.2 million of cash denominated in foreign currencies, principally in British Pound Sterling, Euros and Yen. We do not enter into financial instruments for trading purposes or hedging and have not used any derivative financial instruments. We do not consider our foreign earnings to be permanently reinvested.

We are subject to interest rate risk with our Term Loan Facility and our ABL Facility, as both require us to pay interest on outstanding borrowings at variable rates. Each one percentage point change in interest rates associated with the Term Loan Facility would result in a $1.0 million change in our annual cash interest expenses. Assuming our ABL Facility was fully drawn to a principal amount equal to $175.0 million, each one percentage point change in interest rates would result in a $1.8 million change in our annual cash interest expense.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on their evaluation for the period covered by this Quarterly Report on Form 10-Q, Lands’ End’s President and Chief Executive Officer and Executive Vice President, Chief Operating Officer/Chief Financial Officer and Treasurer have concluded that, as of July 31, 2015, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the Company’s second fiscal quarter ended July 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

We are involved in various claims, legal proceedings and investigations, including those described below. While it is not feasible to predict the outcome of such pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on our results of operations, cash flows or financial position, except where noted below.

Lands’ End’s legal proceedings include commercial, intellectual property, employment, regulatory, and product liability claims. Some of these actions involve complex factual and legal issues and are subject to uncertainties. There are no material legal proceedings presently pending, except for routine litigation incidental

to the business to which the Company is a party or of which any of its property is the subject, and the matters described below. We do not believe that the outcome of any current legal proceeding would have a material adverse effect on results of operations, cash flows or financial position taken as a whole.

See Part I, Item 1 "Financial Statements - Notes to Consolidated and Combined Financial Statements," Note 11 Commitments and Contingencies - Legal Proceedings for additional information regarding legal proceedings (incorporated herein by reference).

ITEM 1A. RISK FACTORS

There have been no material changes with respect to the factors disclosed in our Annual Report filed on Form 10-K for the year ended January 30, 2015, which was filed with the SEC on April 17, 2015.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the Year to Date 2015 and Year to Date 2014, we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.

ITEM 5: OTHER INFORMATION

We are pursuing initiatives that are intended to develop a stronger product offering, marketing proposition, go-to-market strategy, and operating platform. These initiatives include efforts to improve our product appeal, reinforce our core business for our classic consumer, introduce more relevant products to attract new customers, gain a broader market share internationally, improve the overall shopping experience in our Direct segment, and create a marketing and messaging campaign that is intended to improve our brand identity and awareness. One or more of these initiatives may not be accepted by our customers, which may result in the Company’s sales being less than we anticipate; and no assurance can be given that our strategy and offerings will be successful and will not have a material adverse effect on our reputation, financial condition and operating results.

ITEM 6. EXHIBITS

The following documents are filed as exhibits hereto:



3.1		Amended and Restated Certificate of Incorporation of Lands’ End, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Lands’ End, Inc. on March 20, 2014 (File No. 001-09769)).

3.2		Amended and Restated Bylaws of Lands’ End, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on April 8, 2014 (File No. 001-09769)).

10.1		First Amendment to Master Lease Agreement, by and between Sears, Roebuck and Co. and Lands’ End, Inc., effective on July 6, 2015.*

10.2		First Amendment to Master Sublease Agreement, by and between Sears, Roebuck and Co. and Lands’ End, Inc., effective on July 6, 2015.*

31.1		Certification of Chief Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Extension Definition Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

*	Confidential treatment requested as to certain terms in this exhibit; these terms have been omitted from this filing and filed separately with the Securities and Exchange Commission.

**	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

Certain of the agreements incorporated by reference into this report contain representations and warranties and other agreements and undertakings by us and third parties. These representations and warranties, agreements and undertakings have been made as of specific dates, may be subject to important qualifications and limitations agreed to by the parties to the agreement in connection with negotiating the terms of the agreement, and have been included in the agreement for the purpose of allocating risk between the parties to the agreement rather than to establish matters as facts. Any such representations and warranties, agreements, and undertakings have been made solely for the benefit of the parties to the agreement and should not be relied upon by any other person.

SIGNATURES

Pursuant to the requirements 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.

Lands’ End, Inc.



By:	/s/ Michael P. Rosera
	Michael P. Rosera
	Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer)

Dated: September 3, 2015

Exhibit

EXHIBIT 10.1

***** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

FIRST AMENDMENT TO MASTER LEASE AGREEMENT

This First Amendment to Master Lease Agreement (this “Amendment”) is made and entered into by and between SEARS, ROEBUCK AND CO., a New York corporation, as the landlord (“Landlord”), and LANDS’ END, INC., a Delaware corporation, as the tenant (“Tenant”), to be effective on July 6, 2015 (the “Effective Date”).

W I T N E S S E T H

WHEREAS, Landlord and Tenant previously entered into that certain Master Lease Agreement dated as of April 4, 2014, but effective as of February 1, 2014 (the “Lease”).

WHEREAS, Landlord and Tenant desire to amend the terms of the Lease to memorialize relocations pursuant to Section 14 of the Lease, space changes pursuant to Section 14 of the Lease, expirations pursuant to Section 2(a) of the Lease and terminations pursuant to Section 28 of the Lease previously agreed to by Landlord and Tenant in the ordinary course of the operation of the Tenant’s business and the Landlord’s business.

NOW, THEREFORE, pursuant to the foregoing, and in consideration of the mutual covenants and agreements contained in the Lease and herein, the Lease, as of the Effective Date of this Amendment, is hereby modified and amended as set out below:

1.Defined Terms. All capitalized terms used herein shall have the same meaning as defined in the Lease, unless otherwise defined in this Amendment.

2. Recitals. The Recitals of the Lease are hereby amended by deleting the phrase: “FY-2014 Begin. Sq. Ft.” and replacing it with the phrase: “FY-2015 Begin Sq. Ft.”

3. Annex A. Annex A of the Lease is deleted in its entirety and replaced with Annex A attached hereto.

4. Miscellaneous. With the exception of those terms and conditions specifically modified and amended herein, the herein referenced Lease shall remain in full force and effect in accordance with all its terms and conditions. In the event of any conflict between the terms and provisions of this Amendment and the terms and provisions of the Lease, the terms and provisions of this Amendment shall supersede and control.

5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one agreement. To facilitate execution of this Amendment, the parties may execute and exchange facsimile or e-mailed pdf counterparts of the signature pages and such counterparts shall serve as originals.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates set forth below, to be effective for all purposes, however, as of the Effective Date.

LANDLORD:

SEARS, ROEBUCK AND CO., a New York corporation

corporation

By: /s/Jeffrey Stollenwerck

Name: Jeffrey Stollenwerck

Title: SVP Real Estate

Date: July 6, 2015

TENANT:

LANDS’ END, INC., a Delaware corporation

By: /s/Brian D. Kohlbeck

Name: Brian D. Kohlbeck

Title: Vice President, Business Finance

Date: July 6, 2015

-2-

ANNEX A

[ATTACHED]

Store Num

Store Name

Lease Term

FY2015 Begin Sq Ft

Lease Factor

Yr 1 Rent PSF

Yr 1 Rent

FY2016 Begin Sq Ft

Lease Factor

Yr 2 Rent PSF

Yr 2 Rent

FY2017 Begin Sq Ft

Lease Factor

Yr 3 Rent PSF

Yr 3 Rent

1664

1664 PARAMUS

3.00

15,143

[*****]

15,143

[*****]

15,143

[*****]

1300

1300 OAK BROOK

3.00

13,485

[*****]

13,485

[*****]

13,485

[*****]

1624

1624 STATEN ISLAND

3.00

8,821

[*****]

8,821

[*****]

8,821

[*****]

1844

1844 COLUMBIA

3.00

7,098

[*****]

7,098

[*****]

7,098

[*****]

1109

1109 LYNNWOOD

4.00

7,044

[*****]

7,044

[*****]

7,044

[*****]

1112

1112 MINNETONKA

5.00

5,712

[*****]

5,712

[*****]

5,712

[*****]

1638

1638 BREA

3.00

4,345

[*****]

4,345

[*****]

4,345

[*****]

1163

1163 BURLINGTON

3.00

17,542

[*****]

17,542

[*****]

17,542

[*****]

1034

1034 PITTSBURGH/ROSS PARK

4.00

16,979

[*****]

16,979

[*****]

16,979

[*****]

1390

1390 ANN ARBOR

5.00

14,168

[*****]

14,168

[*****]

14,168

[*****]

1658

1658 SANTA ROSA

5.00

3,871

[*****]

3,871

[*****]

3,871

[*****]

1414

1414 NANUET

5.00

7,562

[*****]

7,562

[*****]

7,562

[*****]

1079

1079 PORTLAND WASHINGTON SQ

3.00

14,142

[*****]

14,142

[*****]

14,142

[*****]

1464

1464 DEPTFORD

4.00

7,995

[*****]

7,995

[*****]

7,995

[*****]

1864

1864 COCKEYSVILLE

3.00

16,242

[*****]

16,242

[*****]

16,242

[*****]

1069

1069 REDMOND OVERLAKE PARK

3.00

11,458

[*****]

11,458

[*****]

11,458

[*****]

1178

1178 SANTA MONICA

3.00

5,818

[*****]

5,818

[*****]

5,818

[*****]

1159

1159 FAIRFIELD

3.00

4,848

[*****]

4,848

[*****]

4,848

[*****]

1434

1434 WAYNE

3.00

9,652

[*****]

9,652

[*****]

9,652

[*****]

1119

1119 PORTLAND

3.00

6,442

[*****]

6,442

[*****]

6,442

[*****]

1888

1888 WEST JORDAN

3.00

4,333

[*****]

4,333

[*****]

4,333

[*****]

1146

1146 CORDOVA/MEMPHIS/GERMANTWN

3.00

4,754

[*****]

4,754

[*****]

4,754

[*****]

1225

1225 ORLANDO COLONIAL

3.00

4,531

[*****]

4,531

[*****]

4,531

[*****]

1264

1264 HICKSVILLE

3.00

8,369

[*****]

8,369

[*****]

8,369

[*****]

2514

2514 WARRENTON

3.00

7,130

[*****]

7,130

[*****]

7,130

[*****]

1648

1648 SAN DIEGO NORTH

3.00

9,818

[*****]

9,818

[*****]

9,818

[*****]

1063

1063 WEST HARTFORD

3.00

7,481

[*****]

7,481

[*****]

7,481

[*****]

1814

1814 FAIRFAX

3.00

11,668

[*****]

11,668

[*****]

11,668

[*****]

1067

1067 HOUSTON/MEMORIAL

3.00

4,941

[*****]

4,941

[*****]

4,941

[*****]

1313

1313 NASHUA

3.00

7,573

[*****]

7,573

[*****]

7,573

[*****]

1944

1944 YORKTOWN HEIGHTS

3.00

6,334

[*****]

6,334

[*****]

6,334

[*****]

1794

1794 EAST NORTHPORT

3.00

8,350

[*****]

8,350

[*****]

8,350

[*****]

1103

1103 ALBANY

4.00

7,616

[*****]

7,616

[*****]

7,616

[*****]

1478

1478 SAN BRUNO

4.00

8,698

[*****]

8,698

[*****]

8,698

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-2



Store Num	Store Name	FY2018 Begin Sq Ft	Lease Factor	Yr 4 Rent PSF	Yr 4 Rent	FY2019 Begin Sq Ft	Lease Factor	Yr 5 Rent PSF	Yr 5 Rent	Expiration Date	Leased/ Owned
1664	1664 PARAMUS	15,143	[*****]	[*****]	[*****]	15,143	[*****]	[*****]	[*****]	1/31/2018	Owned
1300	1300 OAK BROOK	13,485	[*****]	[*****]	[*****]	13,485	[*****]	[*****]	[*****]	1/31/2018	Owned
1624	1624 STATEN ISLAND	8,821	[*****]	[*****]	[*****]	8,821	[*****]	[*****]	[*****]	1/31/2018	Owned
1844	1844 COLUMBIA	7,098	[*****]	[*****]	[*****]	7,098	[*****]	[*****]	[*****]	1/31/2018	Owned
1109	1109 LYNNWOOD	7,044	[*****]	[*****]	[*****]	7,044	[*****]	[*****]	[*****]	1/31/2019	Owned
1112	1112 MINNETONKA	5,712	[*****]	[*****]	[*****]	5,712	[*****]	[*****]	[*****]	1/31/2020	Owned
1638	1638 BREA	4,345	[*****]	[*****]	[*****]	4,345	[*****]	[*****]	[*****]	1/31/2018	Owned
1163	1163 BURLINGTON	17,542	[*****]	[*****]	[*****]	17,542	[*****]	[*****]	[*****]	1/31/2018	Owned
1034	1034 PITTSBURGH/ROSS PARK	16,979	[*****]	[*****]	[*****]	16,979	[*****]	[*****]	[*****]	1/31/2019	Owned
1390	1390 ANN ARBOR	14,168	[*****]	[*****]	[*****]	14,168	[*****]	[*****]	[*****]	1/31/2020	Owned
1658	1658 SANTA ROSA	3,871	[*****]	[*****]	[*****]	3,871	[*****]	[*****]	[*****]	1/31/2020	Owned
1414	1414 NANUET	7,562	[*****]	[*****]	[*****]	7,562	[*****]	[*****]	[*****]	1/31/2020	Owned
1079	1079 PORTLAND WASHINGTON SQ	14,142	[*****]	[*****]	[*****]	14,142	[*****]	[*****]	[*****]	1/31/2018	Owned
1464	1464 DEPTFORD	7,995	[*****]	[*****]	[*****]	7,995	[*****]	[*****]	[*****]	1/31/2019	Owned
1864	1864 COCKEYSVILLE	16,242	[*****]	[*****]	[*****]	16,242	[*****]	[*****]	[*****]	1/31/2018	Owned
1069	1069 REDMOND OVERLAKE PARK	11,458	[*****]	[*****]	[*****]	11,458	[*****]	[*****]	[*****]	1/31/2018	Owned
1178	1178 SANTA MONICA	5,818	[*****]	[*****]	[*****]	5,818	[*****]	[*****]	[*****]	1/31/2018	Owned
1159	1159 FAIRFIELD	4,848	[*****]	[*****]	[*****]	4,848	[*****]	[*****]	[*****]	1/31/2018	Owned
1434	1434 WAYNE	9,652	[*****]	[*****]	[*****]	9,652	[*****]	[*****]	[*****]	1/31/2018	Owned
1119	1119 PORTLAND	6,442	[*****]	[*****]	[*****]	6,442	[*****]	[*****]	[*****]	1/31/2018	Owned
1888	1888 WEST JORDAN	4,333	[*****]	[*****]	[*****]	4,333	[*****]	[*****]	[*****]	1/31/2018	Owned
1146	1146 CORDOVA/MEMPHIS/GERMANTWN	4,754	[*****]	[*****]	[*****]	4,754	[*****]	[*****]	[*****]	1/31/2018	Owned
1225	1225 ORLANDO COLONIAL	4,531	[*****]	[*****]	[*****]	4,531	[*****]	[*****]	[*****]	1/31/2018	Owned
1264	1264 HICKSVILLE	8,369	[*****]	[*****]	[*****]	8,369	[*****]	[*****]	[*****]	1/31/2018	Owned
2514	2514 WARRENTON	7,130	[*****]	[*****]	[*****]	7,130	[*****]	[*****]	[*****]	1/31/2018	Owned
1648	1648 SAN DIEGO NORTH	9,818	[*****]	[*****]	[*****]	9,818	[*****]	[*****]	[*****]	1/31/2018	Owned
1063	1063 WEST HARTFORD	7,481	[*****]	[*****]	[*****]	7,481	[*****]	[*****]	[*****]	1/31/2018	Owned
1814	1814 FAIRFAX	11,668	[*****]	[*****]	[*****]	11,668	[*****]	[*****]	[*****]	1/31/2018	Owned
1067	1067 HOUSTON/MEMORIAL	4,941	[*****]	[*****]	[*****]	4,941	[*****]	[*****]	[*****]	1/31/2018	Owned
1313	1313 NASHUA	7,573	[*****]	[*****]	[*****]	7,573	[*****]	[*****]	[*****]	1/31/2018	Owned
1944	1944 YORKTOWN HEIGHTS	6,334	[*****]	[*****]	[*****]	6,334	[*****]	[*****]	[*****]	1/31/2018	Owned
1794	1794 EAST NORTHPORT	8,350	[*****]	[*****]	[*****]	8,350	[*****]	[*****]	[*****]	1/31/2018	Owned
1103	1103 ALBANY	7,616	[*****]	[*****]	[*****]	7,616	[*****]	[*****]	[*****]	1/31/2019	Owned
1478	1478 SAN BRUNO	8,698	[*****]	[*****]	[*****]	8,698	[*****]	[*****]	[*****]	1/31/2019	Owned

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-3

Store Num

Store Name

Lease Term

FY2015 Begin Sq Ft

Lease Factor

Yr 1 Rent PSF

Yr 1 Rent

FY2016 Begin Sq Ft

Lease Factor

Yr 2 Rent PSF

Yr 2 Rent

FY2017 Begin Sq Ft

Lease Factor

Yr 3 Rent PSF

Yr 3 Rent

1438

1438 EL CAJON

4.00

6,511

[*****]

6,511

[*****]

6,511

[*****]

1645

1645 BOCA RATON

4.00

6,696

[*****]

6,696

[*****]

6,696

[*****]

1156

1156 ROSEVILLE

4.00

7,565

[*****]

7,565

[*****]

7,565

[*****]

1625

1625 SARASOTA

4.00

7,975

[*****]

7,975

[*****]

7,975

[*****]

2308

2308 SANTA CRUZ

4.00

5,709

[*****]

5,709

[*****]

5,709

[*****]

2239

2239 VANCOUVER

4.00

4,750

[*****]

4,750

[*****]

4,750

[*****]

1430

1430 MIDDLEBURG HTS/CLEVELAND

4.00

7,381

[*****]

7,381

[*****]

7,381

[*****]

1350

1350 MENTOR

4.00

10,420

[*****]

10,420

[*****]

10,420

[*****]

1083

1083 WARWICK

4.00

8,188

[*****]

8,188

[*****]

8,188

[*****]

1490

1490 TROY

4.00

9,074

[*****]

9,074

[*****]

9,074

[*****]

1186

1186 MEMPHIS/POPLAR

4.00

4,899

[*****]

4,899

[*****]

4,899

[*****]

1220

1220 TOLEDO

4.00

8,772

[*****]

8,772

[*****]

8,772

[*****]

2663

2663 NEWINGTON/PORTSMOUTH

4.00

6,938

[*****]

6,938

[*****]

6,938

[*****]

2443

2443 MANCHESTER

4.00

8,961

[*****]

8,961

[*****]

8,961

[*****]

1450

1450 ROSEVILLE

4.00

10,019

[*****]

10,019

[*****]

10,019

[*****]

1294

1294 WATCHUNG

4.00

9,042

[*****]

9,042

[*****]

9,042

[*****]

1003

1003 SALEM

4.00

8,532

[*****]

8,532

[*****]

8,532

[*****]

1415

1415 CLEARWATER/COUNTRYSIDE

5.00

6,012

[*****]

6,012

[*****]

6,012

[*****]

1148

1148 VENTURA

5.00

6,691

[*****]

6,691

[*****]

6,691

[*****]

1284

1284 ALEXANDRIA

5.00

9,608

[*****]

9,608

[*****]

9,608

[*****]

1538

1538 CITRUS HTS SUNRISE

5.00

8,827

[*****]

8,827

[*****]

8,827

[*****]

1750

1750 ORLAND PARK

5.00

7,154

[*****]

7,154

[*****]

7,154

[*****]

1122

1122 MAPLEWOOD

5.00

6,421

[*****]

6,421

[*****]

6,421

[*****]

1520

1520 AKRON CHAPEL HILL

5.00

7,495

[*****]

7,495

[*****]

7,495

[*****]

1053

1053 SAUGUS

5.00

5,565

[*****]

5,565

[*****]

5,565

[*****]

1185

1185 ASHEVILLE

5.00

8,263

[*****]

8,263

[*****]

8,263

[*****]

1385

1385 ATLANTA

5.00

7,587

[*****]

7,587

[*****]

7,587

[*****]

1101

1101 OVERLAND PARK

5.00

8,234

[*****]

8,234

[*****]

8,234

[*****]

1410

1410 CANTON

5.00

8,979

[*****]

8,979

[*****]

8,979

[*****]

1193

1193 WATERFORD

5.00

7,484

[*****]

7,484

[*****]

7,484

[*****]

2382

2382 MADISON WEST

5.00

8,062

[*****]

8,062

[*****]

8,062

[*****]

1584

1584 VICTOR

5.00

7,688

[*****]

7,688

[*****]

7,688

[*****]

1560

1560 DAYTON DAYTON MALL

5.00

8,969

[*****]

8,969

[*****]

8,969

[*****]

1830

1830 FT WAYNE

5.00

6,455

[*****]

6,455

[*****]

6,455

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-4



Store Num	Store Name	FY2018 Begin Sq Ft	Lease Factor	Yr 4 Rent PSF	Yr 4 Rent	FY2019 Begin Sq Ft	Lease Factor	Yr 5 Rent PSF	Yr 5 Rent	Expiration Date	Leased/ Owned
1438	1438 EL CAJON	6,511	[*****]	[*****]	[*****]	6,511	[*****]	[*****]	[*****]	1/31/2019	Owned
1645	1645 BOCA RATON	6,696	[*****]	[*****]	[*****]	6,696	[*****]	[*****]	[*****]	1/31/2019	Owned
1156	1156 ROSEVILLE	7,565	[*****]	[*****]	[*****]	7,565	[*****]	[*****]	[*****]	1/31/2019	Owned
1625	1625 SARASOTA	7,975	[*****]	[*****]	[*****]	7,975	[*****]	[*****]	[*****]	1/31/2019	Owned
2308	2308 SANTA CRUZ	5,709	[*****]	[*****]	[*****]	5,709	[*****]	[*****]	[*****]	1/31/2019	Owned
2239	2239 VANCOUVER	4,750	[*****]	[*****]	[*****]	4,750	[*****]	[*****]	[*****]	1/31/2019	Owned
1430	1430 MIDDLEBURG HTS/CLEVELAND	7,381	[*****]	[*****]	[*****]	7,381	[*****]	[*****]	[*****]	1/31/2019	Owned
1350	1350 MENTOR	10,420	[*****]	[*****]	[*****]	10,420	[*****]	[*****]	[*****]	1/31/2019	Owned
1083	1083 WARWICK	8,188	[*****]	[*****]	[*****]	8,188	[*****]	[*****]	[*****]	1/31/2019	Owned
1490	1490 TROY	9,074	[*****]	[*****]	[*****]	9,074	[*****]	[*****]	[*****]	1/31/2019	Owned
1186	1186 MEMPHIS/POPLAR	4,899	[*****]	[*****]	[*****]	4,899	[*****]	[*****]	[*****]	1/31/2019	Owned
1220	1220 TOLEDO	8,772	[*****]	[*****]	[*****]	8,772	[*****]	[*****]	[*****]	1/31/2019	Owned
2663	2663 NEWINGTON/PORTSMOUTH	6,938	[*****]	[*****]	[*****]	6,938	[*****]	[*****]	[*****]	1/31/2019	Owned
2443	2443 MANCHESTER	8,961	[*****]	[*****]	[*****]	8,961	[*****]	[*****]	[*****]	1/31/2019	Owned
1450	1450 ROSEVILLE	10,019	[*****]	[*****]	[*****]	10,019	[*****]	[*****]	[*****]	1/31/2019	Owned
1294	1294 WATCHUNG	9,042	[*****]	[*****]	[*****]	9,042	[*****]	[*****]	[*****]	1/31/2019	Owned
1003	1003 SALEM	8,532	[*****]	[*****]	[*****]	8,532	[*****]	[*****]	[*****]	1/31/2019	Owned
1415	1415 CLEARWATER/COUNTRYSIDE	6,012	[*****]	[*****]	[*****]	6,012	[*****]	[*****]	[*****]	1/31/2020	Owned
1148	1148 VENTURA	6,691	[*****]	[*****]	[*****]	6,691	[*****]	[*****]	[*****]	1/31/2020	Owned
1284	1284 ALEXANDRIA	9,608	[*****]	[*****]	[*****]	9,608	[*****]	[*****]	[*****]	1/31/2020	Owned
1538	1538 CITRUS HTS SUNRISE	8,827	[*****]	[*****]	[*****]	8,827	[*****]	[*****]	[*****]	1/31/2020	Owned
1750	1750 ORLAND PARK	7,154	[*****]	[*****]	[*****]	7,154	[*****]	[*****]	[*****]	1/31/2020	Owned
1122	1122 MAPLEWOOD	6,421	[*****]	[*****]	[*****]	6,421	[*****]	[*****]	[*****]	1/31/2020	Owned
1520	1520 AKRON CHAPEL HILL	7,495	[*****]	[*****]	[*****]	7,495	[*****]	[*****]	[*****]	1/31/2020	Owned
1053	1053 SAUGUS	5,565	[*****]	[*****]	[*****]	5,565	[*****]	[*****]	[*****]	1/31/2020	Owned
1185	1185 ASHEVILLE	8,263	[*****]	[*****]	[*****]	8,263	[*****]	[*****]	[*****]	1/31/2020	Owned
1385	1385 ATLANTA	7,587	[*****]	[*****]	[*****]	7,587	[*****]	[*****]	[*****]	1/31/2020	Owned
1101	1101 OVERLAND PARK	8,234	[*****]	[*****]	[*****]	8,234	[*****]	[*****]	[*****]	1/31/2020	Owned
1410	1410 CANTON	8,979	[*****]	[*****]	[*****]	8,979	[*****]	[*****]	[*****]	1/31/2020	Owned
1193	1193 WATERFORD	7,484	[*****]	[*****]	[*****]	7,484	[*****]	[*****]	[*****]	1/31/2020	Owned
2382	2382 MADISON WEST	8,062	[*****]	[*****]	[*****]	8,062	[*****]	[*****]	[*****]	1/31/2020	Owned
1584	1584 VICTOR	7,688	[*****]	[*****]	[*****]	7,688	[*****]	[*****]	[*****]	1/31/2020	Owned
1560	1560 DAYTON DAYTON MALL	8,969	[*****]	[*****]	[*****]	8,969	[*****]	[*****]	[*****]	1/31/2020	Owned
1830	1830 FT WAYNE	6,455	[*****]	[*****]	[*****]	6,455	[*****]	[*****]	[*****]	1/31/2020	Owned

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-5

Store Num

Store Name

Lease Term

FY2015 Begin Sq Ft

Lease Factor

Yr 1 Rent PSF

Yr 1 Rent

FY2016 Begin Sq Ft

Lease Factor

Yr 2 Rent PSF

Yr 2 Rent

FY2017 Begin Sq Ft

Lease Factor

Yr 3 Rent PSF

Yr 3 Rent

2212

2212 CEDAR RAPIDS

5.00

4,876

[*****]

4,876

[*****]

4,876

[*****]

1089

1089 ANCHORAGE(SUR)

5.00

7,930

[*****]

7,930

[*****]

7,930

[*****]

1623

1623 CLAY (SYRACUSE)

5.00

8,542

[*****]

8,542

[*****]

8,542

[*****]

1574

1574 MIDDLETOWN

5.00

8,471

[*****]

8,471

[*****]

8,471

[*****]

1132

1132 BURNSVILLE

5.00

5,659

[*****]

5,659

[*****]

5,659

[*****]

1209

1209 LONG BEACH

1.92

7,459

[*****]

7,459

[*****]

7,459

[*****]

2219

2219 LACEY/OLYMPIA

3.00

3,085

[*****]

3,085

[*****]

3,085

[*****]

1297

1297 HURST

3.00

4,489

[*****]

4,489

[*****]

4,489

[*****]

1660

1660 AURORA

3.00

8,771

[*****]

8,771

[*****]

8,771

[*****]

1424

1424 BETHESDA

3.00

11,680

[*****]

11,680

[*****]

11,680

[*****]

1364

1364 LAKE GROVE

3.00

7,133

[*****]

7,133

[*****]

7,133

[*****]

1051

1051 STRONGSVILLE

3.00

5,833

[*****]

5,833

[*****]

5,833

[*****]

1033

1033 N ATTLEBORO

3.00

10,327

[*****]

10,327

[*****]

10,327

[*****]

1853

1853 WILMINGTON

3.00

8,415

[*****]

8,415

[*****]

8,415

[*****]

1443

1443 MANCHESTER

3.00

6,482

[*****]

6,482

[*****]

6,482

[*****]

1760

1760 NOVI

3.00

8,769

[*****]

8,769

[*****]

8,769

[*****]

1504

1504 WILLIAMSVILLE/BUFFALO

3.00

6,946

[*****]

6,946

[*****]

6,946

[*****]

1354

1354 WILLOW GROVE

3.00

9,100

[*****]

9,100

[*****]

9,100

[*****]

1764

1764 ROCKAWAY

3.00

8,188

[*****]

8,188

[*****]

8,188

[*****]

1685

1685 DULUTH

4.00

6,545

[*****]

6,545

[*****]

6,545

[*****]

1333

1333 POUGHKEEPSIE

4.00

5,523

[*****]

5,523

[*****]

5,523

[*****]

1155

1155 KENNESAW

4.00

8,086

[*****]

8,086

[*****]

8,086

[*****]

1263

1263 WATERBURY

4.00

7,176

[*****]

7,176

[*****]

7,176

[*****]

1610

1610 CINCINNATI NORTHGATE

4.00

5,933

[*****]

5,933

[*****]

5,933

[*****]

1224

1224 HARRISBURG

4.00

7,435

[*****]

7,435

[*****]

7,435

[*****]

1614

1614 LIVINGSTON

4.00

8,270

[*****]

8,270

[*****]

8,270

[*****]

1720

1720 STERLING HTS

4.00

8,167

[*****]

8,167

[*****]

8,167

[*****]

1290

1290 NILES

4.00

7,305

[*****]

7,305

[*****]

7,305

[*****]

2309

2309 SILVERDALE

4.00

4,226

[*****]

4,226

[*****]

4,226

[*****]

1620

1620 VERNON HILLS

4.00

7,853

[*****]

7,853

[*****]

7,853

[*****]

1455

1455 WILMINGTON

4.00

5,047

[*****]

5,047

[*****]

5,047

[*****]

1019

1019 PLEASANTON

4.00

8,166

[*****]

8,166

[*****]

8,166

[*****]

1062

1062 BROOKFIELD

4.00

9,484

[*****]

9,484

[*****]

9,484

[*****]

1275

1275 ATLANTA/NORTHLAKE

4.00

7,993

[*****]

7,993

[*****]

7,993

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-6



Store Num	Store Name	FY2018 Begin Sq Ft	Lease Factor	Yr 4 Rent PSF	Yr 4 Rent	FY2019 Begin Sq Ft	Lease Factor	Yr 5 Rent PSF	Yr 5 Rent	Expiration Date	Leased/ Owned
2212	2212 CEDAR RAPIDS	4,876	[*****]	[*****]	[*****]	4,876	[*****]	[*****]	[*****]	1/31/2020	Owned
1089	1089 ANCHORAGE(SUR)	7,930	[*****]	[*****]	[*****]	7,930	[*****]	[*****]	[*****]	1/31/2020	Owned
1623	1623 CLAY (SYRACUSE)	8,542	[*****]	[*****]	[*****]	8,542	[*****]	[*****]	[*****]	1/31/2020	Owned
1574	1574 MIDDLETOWN	8,471	[*****]	[*****]	[*****]	8,471	[*****]	[*****]	[*****]	1/31/2020	Owned
1132	1132 BURNSVILLE	5,659	[*****]	[*****]	[*****]	5,659	[*****]	[*****]	[*****]	1/31/2020	Owned
1209	1209 LONG BEACH	7,459	[*****]	[*****]	[*****]	7,459	[*****]	[*****]	[*****]	12/31/2016	Owned
2219	2219 LACEY/OLYMPIA	3,085	[*****]	[*****]	[*****]	3,085	[*****]	[*****]	[*****]	1/31/2018	Owned
1297	1297 HURST	4,489	[*****]	[*****]	[*****]	4,489	[*****]	[*****]	[*****]	1/31/2018	Owned
1660	1660 AURORA	8,771	[*****]	[*****]	[*****]	8,771	[*****]	[*****]	[*****]	1/31/2018	Owned
1424	1424 BETHESDA	11,680	[*****]	[*****]	[*****]	11,680	[*****]	[*****]	[*****]	1/31/2018	Owned
1364	1364 LAKE GROVE	7,133	[*****]	[*****]	[*****]	7,133	[*****]	[*****]	[*****]	1/31/2018	Owned
1051	1051 STRONGSVILLE	5,833	[*****]	[*****]	[*****]	5,833	[*****]	[*****]	[*****]	1/31/2018	Owned
1033	1033 N ATTLEBORO	10,327	[*****]	[*****]	[*****]	10,327	[*****]	[*****]	[*****]	1/31/2018	Owned
1853	1853 WILMINGTON	8,415	[*****]	[*****]	[*****]	8,415	[*****]	[*****]	[*****]	1/31/2018	Owned
1443	1443 MANCHESTER	6,482	[*****]	[*****]	[*****]	6,482	[*****]	[*****]	[*****]	1/31/2018	Owned
1760	1760 NOVI	8,769	[*****]	[*****]	[*****]	8,769	[*****]	[*****]	[*****]	1/31/2018	Owned
1504	1504 WILLIAMSVILLE/BUFFALO	6,946	[*****]	[*****]	[*****]	6,946	[*****]	[*****]	[*****]	1/31/2018	Owned
1354	1354 WILLOW GROVE	9,100	[*****]	[*****]	[*****]	9,100	[*****]	[*****]	[*****]	1/31/2018	Owned
1764	1764 ROCKAWAY	8,188	[*****]	[*****]	[*****]	8,188	[*****]	[*****]	[*****]	1/31/2018	Owned
1685	1685 DULUTH	6,545	[*****]	[*****]	[*****]	6,545	[*****]	[*****]	[*****]	1/31/2019	Owned
1333	1333 POUGHKEEPSIE	5,523	[*****]	[*****]	[*****]	5,523	[*****]	[*****]	[*****]	1/31/2019	Owned
1155	1155 KENNESAW	8,086	[*****]	[*****]	[*****]	8,086	[*****]	[*****]	[*****]	1/31/2019	Owned
1263	1263 WATERBURY	7,176	[*****]	[*****]	[*****]	7,176	[*****]	[*****]	[*****]	1/31/2019	Owned
1610	1610 CINCINNATI NORTHGATE	5,933	[*****]	[*****]	[*****]	5,933	[*****]	[*****]	[*****]	1/31/2019	Owned
1224	1224 HARRISBURG	7,435	[*****]	[*****]	[*****]	7,435	[*****]	[*****]	[*****]	1/31/2019	Owned
1614	1614 LIVINGSTON	8,270	[*****]	[*****]	[*****]	8,270	[*****]	[*****]	[*****]	1/31/2019	Owned
1720	1720 STERLING HTS	8,167	[*****]	[*****]	[*****]	8,167	[*****]	[*****]	[*****]	1/31/2019	Owned
1290	1290 NILES	7,305	[*****]	[*****]	[*****]	7,305	[*****]	[*****]	[*****]	1/31/2019	Owned
2309	2309 SILVERDALE	4,226	[*****]	[*****]	[*****]	4,226	[*****]	[*****]	[*****]	1/31/2019	Owned
1620	1620 VERNON HILLS	7,853	[*****]	[*****]	[*****]	7,853	[*****]	[*****]	[*****]	1/31/2019	Owned
1455	1455 WILMINGTON	5,047	[*****]	[*****]	[*****]	5,047	[*****]	[*****]	[*****]	1/31/2019	Owned
1019	1019 PLEASANTON	8,166	[*****]	[*****]	[*****]	8,166	[*****]	[*****]	[*****]	1/31/2019	Owned
1062	1062 BROOKFIELD	9,484	[*****]	[*****]	[*****]	9,484	[*****]	[*****]	[*****]	1/31/2019	Owned
1275	1275 ATLANTA/NORTHLAKE	7,993	[*****]	[*****]	[*****]	7,993	[*****]	[*****]	[*****]	1/31/2019	Owned

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-7

Store Num

Store Name

Lease Term

FY2015 Begin Sq Ft

Lease Factor

Yr 1 Rent PSF

Yr 1 Rent

FY2016 Begin Sq Ft

Lease Factor

Yr 2 Rent PSF

Yr 2 Rent

FY2017 Begin Sq Ft

Lease Factor

Yr 3 Rent PSF

Yr 3 Rent

1182

1182 ST PETERS

4.00

8,004

[*****]

8,004

[*****]

8,004

[*****]

1447

1447 FT WORTH

4.00

4,387

[*****]

4,387

[*****]

4,387

[*****]

1805

1805 RALEIGH

4.00

7,318

[*****]

7,318

[*****]

7,318

[*****]

1605

1605 RALEIGH

4.00

7,204

[*****]

7,204

[*****]

7,204

[*****]

1730

1730 FLORENCE

4.00

6,338

[*****]

6,338

[*****]

6,338

[*****]

1595

1595 GREENVILLE

4.00

5,742

[*****]

5,742

[*****]

5,742

[*****]

1221

1221 COLORADO SPRINGS

4.00

5,076

[*****]

5,076

[*****]

5,076

[*****]

1140

1140 GRAND RAPIDS

4.00

7,821

[*****]

7,821

[*****]

7,821

[*****]

1804

1804 BARBOURSVILLE

4.00

8,441

[*****]

8,441

[*****]

8,441

[*****]

1029

1029 SPOKANE

4.00

6,049

[*****]

6,049

[*****]

6,049

[*****]

2183

2183 SO PORTLAND

4.00

5,564

[*****]

5,564

[*****]

5,564

[*****]

1104

1104 MARLBOROUGH

4.00

9,950

[*****]

9,950

[*****]

9,950

[*****]

1043

1043 MERIDEN

4.00

6,910

[*****]

6,910

[*****]

6,910

[*****]

1023

1023 DULLES/LOUDOUN CNTY

4.00

9,535

[*****]

9,535

[*****]

9,535

[*****]

1131

1131 LITTLETON DENVER

4.00

6,372

[*****]

6,372

[*****]

6,372

[*****]

1059

1059 SEATTLE/SHORELINE

4.00

6,575

[*****]

6,575

[*****]

6,575

[*****]

1744

1744 OCEAN

4.00

8,224

[*****]

8,224

[*****]

8,224

[*****]

1388

1388 COSTA MESA

4.00

8,042

[*****]

8,042

[*****]

8,042

[*****]

1600

1600 INDIANAPOLIS CASTLETON SQ

5.00

15,291

[*****]

15,291

[*****]

15,291

[*****]

1570

1570 SCHAUMBURG

5.00

6,552

[*****]

6,552

[*****]

6,552

[*****]

1754

1754 GAITHERSBURG

5.00

8,839

[*****]

8,839

[*****]

8,839

[*****]

1271

1271 LITTLETON/DENVER SW

5.00

5,885

[*****]

5,885

[*****]

5,885

[*****]

1734

1734 LAWRENCEVILLE

5.00

10,295

[*****]

10,295

[*****]

10,295

[*****]

1136

1136 BIRMINGHAM/RIVERCHASE

5.00

4,215

[*****]

4,215

[*****]

4,215

[*****]

1375

1375 WINSTON SALEM

5.00

10,406

[*****]

10,406

[*****]

10,406

[*****]

1454

1454 BENSALEM/CORNWELLS HTS

5.00

7,123

[*****]

7,123

[*****]

7,123

[*****]

1854

1854 PARKVILLE

5.00

7,928

[*****]

7,928

[*****]

7,928

[*****]

1192

1192 MUSKEGON

5.00

4,261

[*****]

4,261

[*****]

4,261

[*****]

1353

1353 DE WITT/SYRACUSE

5.00

8,801

[*****]

8,801

[*****]

8,801

[*****]

1022

1022 OMAHA

5.00

4,760

[*****]

4,760

[*****]

4,760

[*****]

1460

1460 LIVONIA

5.00

5,116

[*****]

5,116

[*****]

5,116

[*****]

1171

1171 SPRINGFIELD

5.00

4,748

[*****]

4,748

[*****]

4,748

[*****]

1074

1074 WALDORF/ST CHARLES

5.00

8,771

[*****]

8,771

[*****]

8,771

[*****]

1012

1012 DES MOINES

5.00

4,841

[*****]

4,841

[*****]

4,841

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-8



Store Num	Store Name	FY2018 Begin Sq Ft	Lease Factor	Yr 4 Rent PSF	Yr 4 Rent	FY2019 Begin Sq Ft	Lease Factor	Yr 5 Rent PSF	Yr 5 Rent	Expiration Date	Leased/ Owned
1182	1182 ST PETERS	8,004	[*****]	[*****]	[*****]	8,004	[*****]	[*****]	[*****]	1/31/2019	Owned
1447	1447 FT WORTH	4,387	[*****]	[*****]	[*****]	4,387	[*****]	[*****]	[*****]	1/31/2019	Owned
1805	1805 RALEIGH	7,318	[*****]	[*****]	[*****]	7,318	[*****]	[*****]	[*****]	1/31/2019	Owned
1605	1605 RALEIGH	7,204	[*****]	[*****]	[*****]	7,204	[*****]	[*****]	[*****]	1/31/2019	Owned
1730	1730 FLORENCE	6,338	[*****]	[*****]	[*****]	6,338	[*****]	[*****]	[*****]	1/31/2019	Owned
1595	1595 GREENVILLE	5,742	[*****]	[*****]	[*****]	5,742	[*****]	[*****]	[*****]	1/31/2019	Owned
1221	1221 COLORADO SPRINGS	5,076	[*****]	[*****]	[*****]	5,076	[*****]	[*****]	[*****]	1/31/2019	Owned
1140	1140 GRAND RAPIDS	7,821	[*****]	[*****]	[*****]	7,821	[*****]	[*****]	[*****]	1/31/2019	Owned
1804	1804 BARBOURSVILLE	8,441	[*****]	[*****]	[*****]	8,441	[*****]	[*****]	[*****]	1/31/2019	Owned
1029	1029 SPOKANE	6,049	[*****]	[*****]	[*****]	6,049	[*****]	[*****]	[*****]	1/31/2019	Owned
2183	2183 SO PORTLAND	5,564	[*****]	[*****]	[*****]	5,564	[*****]	[*****]	[*****]	1/31/2019	Owned
1104	1104 MARLBOROUGH	9,950	[*****]	[*****]	[*****]	9,950	[*****]	[*****]	[*****]	1/31/2019	Owned
1043	1043 MERIDEN	6,910	[*****]	[*****]	[*****]	6,910	[*****]	[*****]	[*****]	1/31/2019	Owned
1023	1023 DULLES/LOUDOUN CNTY	9,535	[*****]	[*****]	[*****]	9,535	[*****]	[*****]	[*****]	1/31/2019	Owned
1131	1131 LITTLETON DENVER	6,372	[*****]	[*****]	[*****]	6,372	[*****]	[*****]	[*****]	1/31/2019	Owned
1059	1059 SEATTLE/SHORELINE	6,575	[*****]	[*****]	[*****]	6,575	[*****]	[*****]	[*****]	1/31/2019	Owned
1744	1744 OCEAN	8,224	[*****]	[*****]	[*****]	8,224	[*****]	[*****]	[*****]	1/31/2019	Owned
1388	1388 COSTA MESA	8,042	[*****]	[*****]	[*****]	8,042	[*****]	[*****]	[*****]	1/31/2019	Owned
1600	1600 INDIANAPOLIS CASTLETON SQ	15,291	[*****]	[*****]	[*****]	15,291	[*****]	[*****]	[*****]	1/31/2020	Owned
1570	1570 SCHAUMBURG	6,552	[*****]	[*****]	[*****]	6,552	[*****]	[*****]	[*****]	1/31/2020	Owned
1754	1754 GAITHERSBURG	8,839	[*****]	[*****]	[*****]	8,839	[*****]	[*****]	[*****]	1/31/2020	Owned
1271	1271 LITTLETON/DENVER SW	5,885	[*****]	[*****]	[*****]	5,885	[*****]	[*****]	[*****]	1/31/2020	Owned
1734	1734 LAWRENCEVILLE	10,295	[*****]	[*****]	[*****]	10,295	[*****]	[*****]	[*****]	1/31/2020	Owned
1136	1136 BIRMINGHAM/RIVERCHASE	4,215	[*****]	[*****]	[*****]	4,215	[*****]	[*****]	[*****]	1/31/2020	Owned
1375	1375 WINSTON SALEM	10,406	[*****]	[*****]	[*****]	10,406	[*****]	[*****]	[*****]	1/31/2020	Owned
1454	1454 BENSALEM/CORNWELLS HTS	7,123	[*****]	[*****]	[*****]	7,123	[*****]	[*****]	[*****]	1/31/2020	Owned
1854	1854 PARKVILLE	7,928	[*****]	[*****]	[*****]	7,928	[*****]	[*****]	[*****]	1/31/2020	Owned
1192	1192 MUSKEGON	4,261	[*****]	[*****]	[*****]	4,261	[*****]	[*****]	[*****]	1/31/2020	Owned
1353	1353 DE WITT/SYRACUSE	8,801	[*****]	[*****]	[*****]	8,801	[*****]	[*****]	[*****]	1/31/2020	Owned
1022	1022 OMAHA	4,760	[*****]	[*****]	[*****]	4,760	[*****]	[*****]	[*****]	1/31/2020	Owned
1460	1460 LIVONIA	5,116	[*****]	[*****]	[*****]	5,116	[*****]	[*****]	[*****]	1/31/2020	Owned
1171	1171 SPRINGFIELD	4,748	[*****]	[*****]	[*****]	4,748	[*****]	[*****]	[*****]	1/31/2020	Owned
1074	1074 WALDORF/ST CHARLES	8,771	[*****]	[*****]	[*****]	8,771	[*****]	[*****]	[*****]	1/31/2020	Owned
1012	1012 DES MOINES	4,841	[*****]	[*****]	[*****]	4,841	[*****]	[*****]	[*****]	1/31/2020	Owned

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-9

Store Num

Store Name

Lease Term

FY2015 Begin Sq Ft

Lease Factor

Yr 1 Rent PSF

Yr 1 Rent

FY2016 Begin Sq Ft

Lease Factor

Yr 2 Rent PSF

Yr 2 Rent

FY2017 Begin Sq Ft

Lease Factor

Yr 3 Rent PSF

Yr 3 Rent

1445

1445 RICHMOND

5.00

5,390

[*****]

5,390

[*****]

5,390

[*****]

1337

1337 PLANO

5.00

4,196

[*****]

4,196

[*****]

4,196

[*****]

1810

1810 CINCINNATI

5.00

8,305

[*****]

8,305

[*****]

8,305

[*****]

2092

2092 APPLETON

5.00

5,792

[*****]

5,792

[*****]

5,792

[*****]

2250

2250 CRYSTAL LAKE

5.00

7,155

[*****]

7,155

[*****]

7,155

[*****]

1210

1210 COLUMBUS/POLARIS

5.00

6,611

[*****]

6,611

[*****]

6,611

[*****]

1475

1475 DURHAM

5.00

7,596

[*****]

7,596

[*****]

7,596

[*****]

1690

1690 CHESTERFIELD

5.00

8,489

[*****]

8,489

[*****]

8,489

[*****]

1710

1710 NO OLMSTED

5.00

8,789

[*****]

8,789

[*****]

8,789

[*****]

1800

1800 MISHAWAKA

5.00

5,927

[*****]

5,927

[*****]

5,927

[*****]

1314

1314 NEW BRUNSWICK

5.00

7,107

[*****]

7,107

[*****]

7,107

[*****]

1120

1120 COLUMBUS

5.00

8,374

[*****]

8,374

[*****]

8,374

[*****]

1011

1011 GRANDVILLE

5.00

4,621

[*****]

4,621

[*****]

4,621

[*****]

1110

1110 PORTAGE

5.00

5,178

[*****]

5,178

[*****]

5,178

[*****]

1142

1142 EDEN PRAIRIE

5.00

6,837

[*****]

6,837

[*****]

6,837

[*****]

1265

1265 VIRGINIA BEACH

0.25

8,290

[*****]

8,290

[*****]

8,290

[*****]

1303

1303 DANBURY

0.25

8,357

[*****]

8,357

[*****]

8,357

[*****]

1204

1204 FREEHOLD

0.25

7,987

[*****]

7,987

[*****]

7,987

[*****]

1179

1179 CANOGA PK/TOPANGA PLZ

0.25

4,401

[*****]

4,401

[*****]

4,401

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-10



Store Num	Store Name	FY2018 Begin Sq Ft	Lease Factor	Yr 4 Rent PSF	Yr 4 Rent	FY2019 Begin Sq Ft	Lease Factor	Yr 5 Rent PSF	Yr 5 Rent	Expiration Date	Leased/ Owned
1445	1445 RICHMOND	5,390	[*****]	[*****]	[*****]	5,390	[*****]	[*****]	[*****]	1/31/2020	Owned
1337	1337 PLANO	4,196	[*****]	[*****]	[*****]	4,196	[*****]	[*****]	[*****]	1/31/2020	Owned
1810	1810 CINCINNATI	8,305	[*****]	[*****]	[*****]	8,305	[*****]	[*****]	[*****]	1/31/2020	Owned
2092	2092 APPLETON	5,792	[*****]	[*****]	[*****]	5,792	[*****]	[*****]	[*****]	1/31/2020	Owned
2250	2250 CRYSTAL LAKE	7,155	[*****]	[*****]	[*****]	7,155	[*****]	[*****]	[*****]	1/31/2020	Owned
1210	1210 COLUMBUS/POLARIS	6,611	[*****]	[*****]	[*****]	6,611	[*****]	[*****]	[*****]	1/31/2020	Owned
1475	1475 DURHAM	7,596	[*****]	[*****]	[*****]	7,596	[*****]	[*****]	[*****]	1/31/2020	Owned
1690	1690 CHESTERFIELD	8,489	[*****]	[*****]	[*****]	8,489	[*****]	[*****]	[*****]	1/31/2020	Owned
1710	1710 NO OLMSTED	8,789	[*****]	[*****]	[*****]	8,789	[*****]	[*****]	[*****]	1/31/2020	Owned
1800	1800 MISHAWAKA	5,927	[*****]	[*****]	[*****]	5,927	[*****]	[*****]	[*****]	1/31/2020	Owned
1314	1314 NEW BRUNSWICK	7,107	[*****]	[*****]	[*****]	7,107	[*****]	[*****]	[*****]	1/31/2020	Owned
1120	1120 COLUMBUS	8,374	[*****]	[*****]	[*****]	8,374	[*****]	[*****]	[*****]	1/31/2020	Owned
1011	1011 GRANDVILLE	4,621	[*****]	[*****]	[*****]	4,621	[*****]	[*****]	[*****]	1/31/2020	Owned
1110	1110 PORTAGE	5,178	[*****]	[*****]	[*****]	5,178	[*****]	[*****]	[*****]	1/31/2020	Owned
1142	1142 EDEN PRAIRIE	6,837	[*****]	[*****]	[*****]	6,837	[*****]	[*****]	[*****]	1/31/2020	Owned
1265	1265 VIRGINIA BEACH	8,290	[*****]	[*****]	[*****]	8,290	[*****]	[*****]	[*****]	5/2/2015	Owned
1303	1303 DANBURY	8,357	[*****]	[*****]	[*****]	8,357	[*****]	[*****]	[*****]	5/2/2015	Owned
1204	1204 FREEHOLD	7,987	[*****]	[*****]	[*****]	7,987	[*****]	[*****]	[*****]	5/2/2015	Owned
1179	1179 CANOGA PK/TOPANGA PLZ	4,401	[*****]	[*****]	[*****]	4,401	[*****]	[*****]	[*****]	5/3/2015	Owned

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-11

Exhibit

EXHIBIT 10.2

FIRST AMENDMENT TO MASTER SUBLEASE AGREEMENT

This First Amendment to Master Sublease Agreement (this “Amendment”) is made and entered into by and between SEARS, ROEBUCK AND CO., a New York corporation and KMART CORPORATION, a Michigan corporation (as their interests may appear), each as a sublandlord (collectively, “Sublandlord”), and LANDS’ END, INC., a Delaware corporation, as the subtenant (“Subtenant”), to be effective on July 6, 2015 (the “Effective Date”).

W I T N E S S E T H

WHEREAS, Sublandlord and Subtenant previously entered into that certain Master Sublease Agreement dated as of April 4, 2014, but effective as of February 1, 2014 (the “Sublease”).

WHEREAS, Sublandlord and Subtenant desire to amend the terms of the Sublease to memorialize relocations pursuant to Section 14 of the Sublease, space changes pursuant to Section 14 of the Sublease, expirations pursuant to Section 2(a) of the Sublease and terminations pursuant to Section 29 of the Sublease previously agreed to by Sublandlord and Subtenant in the ordinary course of the operation of the Subtenant’s business and the Sublandlord’s business.

NOW, THEREFORE, pursuant to the foregoing, and in consideration of the mutual covenants and agreements contained in the Sublease and herein, the Sublease, as of the Effective Date of this Amendment, is hereby modified and amended as set out below:

1.Defined Terms. All capitalized terms used herein shall have the same meaning as defined in the Sublease, unless otherwise defined in this Amendment.

2. Recitals. The Recitals of the Lease are hereby amended by deleting the phrase: “FY-2014 Begin. Sq. Ft.” and replacing it with the phrase: “FY-2015 Begin Sq. Ft.”

3. Annex A. Annex A of the Sublease is deleted in its entirety and replaced with Annex A attached hereto.

4. Miscellaneous. With the exception of those terms and conditions specifically modified and amended herein, the herein referenced Sublease shall remain in full force and effect in accordance with all its terms and conditions. In the event of any conflict between the terms and provisions of this Amendment and the terms and provisions of the Sublease, the terms and provisions of this Amendment shall supersede and control.

facsimile or e-mailed pdf counterparts of the signature pages and such counterparts shall serve as originals.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates set forth below, to be effective for all purposes, however, as of the Effective Date.

SUBLANDLORD:

SEARS, ROEBUCK AND CO., a New York corporation

corporation

By: /s/Jeffrey Stollenwerck

Name: Jeffrey Stollenwerck

Title: SVP Real Estate

Date: July 6, 2015

KMART CORPORATION, a Michigan

corporation

By: /s/Jeffrey Stollenwerck

Name: Jeffrey Stollenwerck

Title: SVP Real Estate

Date: July 6, 2015

SUBTENANT:

LANDS’ END, INC., a Delaware corporation

By: /s/Brian D. Kohlbeck

Name: Brian D. Kohlbeck

Title: Vice President, Business Finance

Date: July 6, 2015

-3-

ANNEX A

[ATTACHED]



24483183.1 121102 1117C 00700058	4

716732265.5

Store Num

Store Name

Lease Term

FY2015 Begin Sq Ft

Lease Factor

Yr 1 Rent PSF

Yr 1 Rent

FY2016 Begin Sq Ft

Lease Factor

Yr 2 Rent PSF

Yr 2 Rent

FY2017 Begin Sq Ft

Lease Factor

Yr 3 Rent PSF

Yr 3 Rent

1403

1403 NATICK

5.00

14,466

[*****]

14,466

[*****]

14,466

[*****]

1243

1243 HANOVER

3.00

15,329

[*****]

15,329

[*****]

15,329

[*****]

2173

2173 SARATOGA

3.00

6,281

[*****]

6,281

[*****]

6,281

[*****]

1334

1334 PITTSBURGH SOUTH HILLS

3.00

7,909

[*****]

7,909

[*****]

7,909

[*****]

2603

2603 NEW HARTFORD

0.49

8,657

[*****]

8,657

[*****]

8,657

[*****]

2023

2023 CONCORD

3.00

6,718

[*****]

6,718

[*****]

6,718

[*****]

2344

2344 STATE COLLEGE

0.57

3,056

[*****]

3,056

[*****]

3,056

[*****]

1470

1470 GREENWOOD

3.00

4,707

[*****]

4,707

[*****]

4,707

[*****]

1984

1984 BUFFALO/HAMBURG

3.00

8,118

[*****]

8,118

[*****]

8,118

[*****]

1534

1534 SCRANTON

0.91

5,963

[*****]

5,963

[*****]

5,963

[*****]

1199

1199 SAN MATEO

1.00

8,997

[*****]

8,997

[*****]

8,997

[*****]

2373

2373 NO DARTMOUTH

3.00

4,076

[*****]

4,076

[*****]

4,076

[*****]

1646

1646 PINEVILLE

1.47

5,894

[*****]

5,894

[*****]

5,894

[*****]

2343

2343 LANESBORO (PITTSFIELD)

1.73

5,537

[*****]

5,537

[*****]

5,537

[*****]

1064

1064 LANGHORNE/OXFORD VLY

2.04

8,103

[*****]

8,103

[*****]

8,103

[*****]

1323

1323 MIDDLETOWN

2.33

6,299

[*****]

6,299

[*****]

6,299

[*****]

2453

2453 GLENS FALLS

2.50

5,266

[*****]

5,266

[*****]

5,266

[*****]

1213

1213 AUBURN

2.75

9,695

[*****]

9,695

[*****]

9,695

[*****]

1725

1725 ANNAPOLIS

2.83

14,383

[*****]

14,383

[*****]

14,383

[*****]

1014

1014 ENFIELD

3.00

7,435

[*****]

7,435

[*****]

7,435

[*****]

1468

1468 CUPERTINO

0.72

6,483

[*****]

6,483

[*****]

6,483

[*****]

2664

2664 FREDERICK

3.50

7,829

[*****]

7,829

[*****]

7,829

[*****]

2113

2113 ROTTERDAM (SCHENECTADY)

3.58

6,546

[*****]

6,546

[*****]

6,546

[*****]

1674

1674 WHITE PLAINS

3.58

8,729

[*****]

8,729

[*****]

8,729

[*****]

1695

1695 ALPHARETTA

3.72

12,110

[*****]

12,110

[*****]

12,110

[*****]

1202

1202 BEAVERCREEK/DAYTON

3.73

7,316

[*****]

7,316

[*****]

7,316

[*****]

1024

1024 FALLS CHURCH

3.83

7,472

[*****]

7,472

[*****]

7,472

[*****]

1244

1244 YORK/GALLERIA

3.00

9,706

[*****]

9,706

[*****]

9,706

[*****]

2353

2353 KINGSTON

4.66

6,207

[*****]

6,207

[*****]

6,207

[*****]

2071

2071 CINCINNATI WESTERN HILLS

4.72

5,937

[*****]

5,937

[*****]

5,937

[*****]

1273

1273 HOLYOKE

4.73

7,635

[*****]

7,635

[*****]

7,635

[*****]

2323

2323 HYANNIS

4.83

7,915

[*****]

7,915

[*****]

7,915

[*****]

1330

1330 EVANSVILLE

4.83

4,495

[*****]

4,495

[*****]

4,495

[*****]

1170

1170 LANSING

4.83

9,553

[*****]

9,553

[*****]

9,553

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-1



Store Num	Store Name	FY2018 Begin Sq Ft	Lease Factor	Yr 4 Rent PSF	Yr 4 Rent	FY2019 Begin Sq Ft	Lease Factor	Yr 5 Rent PSF	Yr 5 Rent	Expiration Date	Leased/ Owned
1403	1403 NATICK	14,466	[*****]	[*****]	[*****]	14,466	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1243	1243 HANOVER	15,329	[*****]	[*****]	[*****]	15,329	[*****]	[*****]	[*****]	1/31/2018	Lease
2173	2173 SARATOGA	6,281	[*****]	[*****]	[*****]	6,281	[*****]	[*****]	[*****]	1/31/2018	Lease
1334	1334 PITTSBURGH SOUTH HILLS	7,909	[*****]	[*****]	[*****]	7,909	[*****]	[*****]	[*****]	1/31/2018	Lease
2603	2603 NEW HARTFORD	8,657	[*****]	[*****]	[*****]	8,657	[*****]	[*****]	[*****]	7/31/2015	Lease
2023	2023 CONCORD	6,718	[*****]	[*****]	[*****]	6,718	[*****]	[*****]	[*****]	1/31/2018	Lease
2344	2344 STATE COLLEGE	3,056	[*****]	[*****]	[*****]	3,056	[*****]	[*****]	[*****]	8/28/2015	Lease
1470	1470 GREENWOOD	4,707	[*****]	[*****]	[*****]	4,707	[*****]	[*****]	[*****]	1/31/2018	Lease
1984	1984 BUFFALO/HAMBURG	8,118	[*****]	[*****]	[*****]	8,118	[*****]	[*****]	[*****]	1/31/2018	Lease
1534	1534 SCRANTON	5,963	[*****]	[*****]	[*****]	5,963	[*****]	[*****]	[*****]	12/31/2015	Lease
1199	1199 SAN MATEO	8,997	[*****]	[*****]	[*****]	8,997	[*****]	[*****]	[*****]	1/31/2016	Lease
2373	2373 NO DARTMOUTH	4,076	[*****]	[*****]	[*****]	4,076	[*****]	[*****]	[*****]	1/31/2018	Lease
1646	1646 PINEVILLE	5,894	[*****]	[*****]	[*****]	5,894	[*****]	[*****]	[*****]	7/23/2016	Lease
2343	2343 LANESBORO (PITTSFIELD)	5,537	[*****]	[*****]	[*****]	5,537	[*****]	[*****]	[*****]	10/25/2016	Lease
1064	1064 LANGHORNE/OXFORD VLY	8,103	[*****]	[*****]	[*****]	8,103	[*****]	[*****]	[*****]	2/15/2017	Lease
1323	1323 MIDDLETOWN	6,299	[*****]	[*****]	[*****]	6,299	[*****]	[*****]	[*****]	5/31/2017	Lease
2453	2453 GLENS FALLS	5,266	[*****]	[*****]	[*****]	5,266	[*****]	[*****]	[*****]	7/31/2017	Lease
1213	1213 AUBURN	9,695	[*****]	[*****]	[*****]	9,695	[*****]	[*****]	[*****]	10/31/2017	Lease
1725	1725 ANNAPOLIS	14,383	[*****]	[*****]	[*****]	14,383	[*****]	[*****]	[*****]	11/30/2017	Lease
1014	1014 ENFIELD	7,435	[*****]	[*****]	[*****]	7,435	[*****]	[*****]	[*****]	1/31/2018	Lease
1468	1468 CUPERTINO	6,483	[*****]	[*****]	[*****]	6,483	[*****]	[*****]	[*****]	10/21/2015	Lease
2664	2664 FREDERICK	7,829	[*****]	[*****]	[*****]	7,829	[*****]	[*****]	[*****]	7/31/2018	Lease
2113	2113 ROTTERDAM (SCHENECTADY)	6,546	[*****]	[*****]	[*****]	6,546	[*****]	[*****]	[*****]	8/31/2018	Lease
1674	1674 WHITE PLAINS	8,729	[*****]	[*****]	[*****]	8,729	[*****]	[*****]	[*****]	8/31/2018	Lease
1695	1695 ALPHARETTA	12,110	[*****]	[*****]	[*****]	12,110	[*****]	[*****]	[*****]	10/19/2018	Lease
1202	1202 BEAVERCREEK/DAYTON	7,316	[*****]	[*****]	[*****]	7,316	[*****]	[*****]	[*****]	10/26/2018	Lease
1024	1024 FALLS CHURCH	7,472	[*****]	[*****]	[*****]	7,472	[*****]	[*****]	[*****]	11/30/2018	Lease
1244	1244 YORK/GALLERIA	9,706	[*****]	[*****]	[*****]	9,706	[*****]	[*****]	[*****]	1/31/2018	Lease
2353	2353 KINGSTON	6,207	[*****]	[*****]	[*****]	6,207	[*****]	[*****]	[*****]	9/30/2019	Lease
2071	2071 CINCINNATI WESTERN HILLS	5,937	[*****]	[*****]	[*****]	5,937	[*****]	[*****]	[*****]	10/19/2019	Lease
1273	1273 HOLYOKE	7,635	[*****]	[*****]	[*****]	7,635	[*****]	[*****]	[*****]	10/24/2019	Lease
2323	2323 HYANNIS	7,915	[*****]	[*****]	[*****]	7,915	[*****]	[*****]	[*****]	11/30/2019	Lease
1330	1330 EVANSVILLE	4,495	[*****]	[*****]	[*****]	4,495	[*****]	[*****]	[*****]	11/30/2019	Lease
1170	1170 LANSING	9,553	[*****]	[*****]	[*****]	9,553	[*****]	[*****]	[*****]	11/30/2019	Lease

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-2

Store Num

Store Name

Lease Term

FY2015 Begin Sq Ft

Lease Factor

Yr 1 Rent PSF

Yr 1 Rent

FY2016 Begin Sq Ft

Lease Factor

Yr 2 Rent PSF

Yr 2 Rent

FY2017 Begin Sq Ft

Lease Factor

Yr 3 Rent PSF

Yr 3 Rent

2694

2694 FREDERICKSBURG

5.00

5,347

[*****]

5,347

[*****]

5,347

[*****]

1544

1544 REGO PARK

5.00

7,421

[*****]

7,421

[*****]

7,421

[*****]

2138

2138 SANTA BARBARA

5.00

5,841

[*****]

5,841

[*****]

5,841

[*****]

1134

1134 MILFORD

5.00

9,130

[*****]

9,130

[*****]

9,130

[*****]

1154

1154 WHITEHALL

5.00

7,401

[*****]

7,401

[*****]

7,401

[*****]

1254

1254 WILMINGTON

5.00

7,863

[*****]

7,863

[*****]

7,863

[*****]

1143

1143 BROOKLYN/KINGS PLZ

5.00

7,105

[*****]

7,105

[*****]

7,105

[*****]

1733

1733 YONKERS

5.00

8,470

[*****]

8,470

[*****]

8,470

[*****]

2435

2435 CHARLOTTESVILLE

5.00

6,125

[*****]

6,125

[*****]

6,125

[*****]

1958

1958 SAN JOSE/OAK RIDGE

5.00

7,547

[*****]

7,547

[*****]

7,547

[*****]

1133

1133 LEOMINSTER

5.00

7,483

[*****]

7,483

[*****]

7,483

[*****]

1123

1123 DEDHAM

5.00

8,522

[*****]

8,522

[*****]

8,522

[*****]

1850

1850 LOUISVILLE OXMOOR

3.00

8,345

[*****]

8,345

[*****]

8,345

[*****]

1758

1758 ESCONDIDO

1.08

4,035

[*****]

4,035

[*****]

4,035

[*****]

1304

1304 SILVER SPRING

3.00

4,973

[*****]

4,973

[*****]

4,973

[*****]

1684

1684 WOODBRIDGE

1.51

9,422

[*****]

9,422

[*****]

9,422

[*****]

1368

1368 CONCORD

1.72

9,947

[*****]

9,947

[*****]

9,947

[*****]

1232

1232 COON RAPIDS

2.50

6,491

[*****]

6,491

[*****]

6,491

[*****]

1092

1092 WESTLAND (DETROIT)

2.72

3,506

[*****]

3,506

[*****]

3,506

[*****]

2027

2027 WASILLA

3.00

7,063

[*****]

7,063

[*****]

7,063

[*****]

1139

1139 TUKWILA

3.50

8,759

[*****]

8,759

[*****]

8,759

[*****]

1765

1765 PALM BEACH GARDENS

3.75

6,188

[*****]

6,188

[*****]

6,188

[*****]

2395

2395 MANASSAS

4.37

7,407

[*****]

7,407

[*****]

7,407

[*****]

1280

1280 SPRINGDALE

4.50

16,506

[*****]

16,506

[*****]

16,506

[*****]

1073

1073 EXTON

4.68

9,039

[*****]

9,039

[*****]

9,039

[*****]

1004

1004 GARDEN CITY

5.00

15,343

[*****]

15,343

[*****]

15,343

[*****]

1048

1048 PASADENA

5.00

7,168

[*****]

7,168

[*****]

7,168

[*****]

1278

1278 TORRANCE

5.00

7,489

[*****]

7,489

[*****]

7,489

[*****]

1044

1044 JERSEY CTY/NEWPORT

5.00

5,411

[*****]

5,411

[*****]

5,411

[*****]

1013

1013 GLEN BURNIE

5.00

8,050

[*****]

8,050

[*****]

8,050

[*****]

1283

1283 BRAINTREE

5.00

8,694

[*****]

8,694

[*****]

8,694

[*****]

1528

1528 SAN RAFAEL

5.00

6,922

[*****]

6,922

[*****]

6,922

[*****]

1404

1404 MASSAPEQUA

5.00

6,997

[*****]

6,997

[*****]

6,997

[*****]

1494

1494 MOORESTOWN

5.00

8,126

[*****]

8,126

[*****]

8,126

[*****]

1395

1395 KNOXVILLE WEST TOWN

5.00

7,705

[*****]

7,705

[*****]

7,705

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-3



Store Num	Store Name	FY2018 Begin Sq Ft	Lease Factor	Yr 4 Rent PSF	Yr 4 Rent	FY2019 Begin Sq Ft	Lease Factor	Yr 5 Rent PSF	Yr 5 Rent	Expiration Date	Leased/ Owned
2694	2694 FREDERICKSBURG	5,347	[*****]	[*****]	[*****]	5,347	[*****]	[*****]	[*****]	1/31/2020	Lease
1544	1544 REGO PARK	7,421	[*****]	[*****]	[*****]	7,421	[*****]	[*****]	[*****]	1/31/2020	Lease
2138	2138 SANTA BARBARA	5,841	[*****]	[*****]	[*****]	5,841	[*****]	[*****]	[*****]	1/31/2020	Lease
1134	1134 MILFORD	9,130	[*****]	[*****]	[*****]	9,130	[*****]	[*****]	[*****]	1/31/2020	Lease
1154	1154 WHITEHALL	7,401	[*****]	[*****]	[*****]	7,401	[*****]	[*****]	[*****]	1/31/2020	Lease
1254	1254 WILMINGTON	7,863	[*****]	[*****]	[*****]	7,863	[*****]	[*****]	[*****]	1/31/2020	Lease
1143	1143 BROOKLYN/KINGS PLZ	7,105	[*****]	[*****]	[*****]	7,105	[*****]	[*****]	[*****]	1/31/2020	Lease
1733	1733 YONKERS	8,470	[*****]	[*****]	[*****]	8,470	[*****]	[*****]	[*****]	1/31/2020	Lease
2435	2435 CHARLOTTESVILLE	6,125	[*****]	[*****]	[*****]	6,125	[*****]	[*****]	[*****]	1/31/2020	Lease
1958	1958 SAN JOSE/OAK RIDGE	7,547	[*****]	[*****]	[*****]	7,547	[*****]	[*****]	[*****]	1/31/2020	Lease
1133	1133 LEOMINSTER	7,483	[*****]	[*****]	[*****]	7,483	[*****]	[*****]	[*****]	1/31/2020	Lease
1123	1123 DEDHAM	8,522	[*****]	[*****]	[*****]	8,522	[*****]	[*****]	[*****]	1/31/2020	Lease
1850	1850 LOUISVILLE OXMOOR	8,345	[*****]	[*****]	[*****]	8,345	[*****]	[*****]	[*****]	1/31/2018	GroundLease
1758	1758 ESCONDIDO	4,035	[*****]	[*****]	[*****]	4,035	[*****]	[*****]	[*****]	3/1/2016	GroundLease
1304	1304 SILVER SPRING	4,973	[*****]	[*****]	[*****]	4,973	[*****]	[*****]	[*****]	1/31/2018	GroundLease
1684	1684 WOODBRIDGE	9,422	[*****]	[*****]	[*****]	9,422	[*****]	[*****]	[*****]	8/5/2016	GroundLease
1368	1368 CONCORD	9,947	[*****]	[*****]	[*****]	9,947	[*****]	[*****]	[*****]	10/19/2016	GroundLease
1232	1232 COON RAPIDS	6,491	[*****]	[*****]	[*****]	6,491	[*****]	[*****]	[*****]	7/31/2017	GroundLease
1092	1092 WESTLAND (DETROIT)	3,506	[*****]	[*****]	[*****]	3,506	[*****]	[*****]	[*****]	10/21/2017	GroundLease
2027	2027 WASILLA	7,063	[*****]	[*****]	[*****]	7,063	[*****]	[*****]	[*****]	1/31/2018	GroundLease
1139	1139 TUKWILA	8,759	[*****]	[*****]	[*****]	8,759	[*****]	[*****]	[*****]	7/31/2018	GroundLease
1765	1765 PALM BEACH GARDENS	6,188	[*****]	[*****]	[*****]	6,188	[*****]	[*****]	[*****]	10/31/2018	GroundLease
2395	2395 MANASSAS	7,407	[*****]	[*****]	[*****]	7,407	[*****]	[*****]	[*****]	6/14/2019	GroundLease
1280	1280 SPRINGDALE	16,506	[*****]	[*****]	[*****]	16,506	[*****]	[*****]	[*****]	7/31/2019	GroundLease
1073	1073 EXTON	9,039	[*****]	[*****]	[*****]	9,039	[*****]	[*****]	[*****]	10/5/2019	GroundLease
1004	1004 GARDEN CITY	15,343	[*****]	[*****]	[*****]	15,343	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1048	1048 PASADENA	7,168	[*****]	[*****]	[*****]	7,168	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1278	1278 TORRANCE	7,489	[*****]	[*****]	[*****]	7,489	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1044	1044 JERSEY CTY/NEWPORT	5,411	[*****]	[*****]	[*****]	5,411	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1013	1013 GLEN BURNIE	8,050	[*****]	[*****]	[*****]	8,050	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1283	1283 BRAINTREE	8,694	[*****]	[*****]	[*****]	8,694	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1528	1528 SAN RAFAEL	6,922	[*****]	[*****]	[*****]	6,922	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1404	1404 MASSAPEQUA	6,997	[*****]	[*****]	[*****]	6,997	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1494	1494 MOORESTOWN	8,126	[*****]	[*****]	[*****]	8,126	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1395	1395 KNOXVILLE WEST TOWN	7,705	[*****]	[*****]	[*****]	7,705	[*****]	[*****]	[*****]	1/31/2020	GroundLease

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-4

Store Num

Store Name

Lease Term

FY2015 Begin Sq Ft

Lease Factor

Yr 1 Rent PSF

Yr 1 Rent

FY2016 Begin Sq Ft

Lease Factor

Yr 2 Rent PSF

Yr 2 Rent

FY2017 Begin Sq Ft

Lease Factor

Yr 3 Rent PSF

Yr 3 Rent

1335

1335 GREENSBORO

5.00

5,856

[*****]

5,856

[*****]

5,856

[*****]

1654

1654 MEDIA

5.00

8,919

[*****]

8,919

[*****]

8,919

[*****]

1274

1274 RICHMOND/CHESTERFIELD

5.00

7,551

[*****]

7,551

[*****]

7,551

[*****]

1463

1463 BURLINGTON

5.00

7,315

[*****]

7,315

[*****]

7,315

[*****]

1374

1374 BEL AIR

5.00

6,517

[*****]

6,517

[*****]

6,517

[*****]

1253

1253 PEABODY

5.00

16,272

[*****]

16,272

[*****]

16,272

[*****]

1834

1834 NORTH WALES

5.00

9,819

[*****]

9,819

[*****]

9,819

[*****]

1722

1722 BLOOMINGTON

5.00

8,564

[*****]

8,564

[*****]

8,564

[*****]

1162

1162 AMHERST

5.00

7,207

[*****]

7,207

[*****]

7,207

[*****]

1644

1644 LANCASTER

5.00

8,635

[*****]

8,635

[*****]

8,635

[*****]

1031

1031 DENVER/CHERRY CREEK

0.15

17,027

[*****]

17,027

[*****]

17,027

[*****]

1124

1124 BAY SHORE

0.25

6,217

[*****]

6,217

[*****]

6,217

[*****]



Store Num	Store Name	FY2018 Begin Sq Ft	Lease Factor	Yr 4 Rent PSF	Yr 4 Rent	FY2019 Begin Sq Ft	Lease Factor	Yr 5 Rent PSF	Yr 5 Rent	Expiration Date	Leased/ Owned
1335	1335 GREENSBORO	5,856	[*****]	[*****]	[*****]	5,856	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1654	1654 MEDIA	8,919	[*****]	[*****]	[*****]	8,919	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1274	1274 RICHMOND/CHESTERFIELD	7,551	[*****]	[*****]	[*****]	7,551	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1463	1463 BURLINGTON	7,315	[*****]	[*****]	[*****]	7,315	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1374	1374 BEL AIR	6,517	[*****]	[*****]	[*****]	6,517	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1253	1253 PEABODY	16,272	[*****]	[*****]	[*****]	16,272	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1834	1834 NORTH WALES	9,819	[*****]	[*****]	[*****]	9,819	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1722	1722 BLOOMINGTON	8,564	[*****]	[*****]	[*****]	8,564	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1162	1162 AMHERST	7,207	[*****]	[*****]	[*****]	7,207	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1644	1644 LANCASTER	8,635	[*****]	[*****]	[*****]	8,635	[*****]	[*****]	[*****]	1/31/2020	GroundLease
1031	1031 DENVER/CHERRY CREEK	17,027	[*****]	[*****]	[*****]	17,027	[*****]	[*****]	[*****]	3/29/2015	GroundLease
1124	1124 BAY SHORE	6,217	[*****]	[*****]	[*****]	6,217	[*****]	[*****]	[*****]	5/3/2015	GroundLease

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to this omitted information.

A-5

Exhibit

Exhibit 31.1

CERTIFICATIONS

I, Federica Marchionni, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Lands’ End, Inc.;


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: September 3, 2015

/s/ Federica Marchionni

Federica Marchionni

President and Chief Executive Officer

(Principal Executive Officer)

Lands’ End, Inc.

Exhibit

Exhibit 31.2

CERTIFICATIONS

I, Michael P. Rosera, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Lands’ End, Inc.;


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: September 3, 2015

/s/ Michael P. Rosera

Michael P. Rosera

Executive Vice President and Chief Operating Officer, Chief Financial Officer and Treasurer

(Principal Financial Officer)

Lands’ End, Inc.

Exhibit

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned, Federica Marchionni, President and Chief Executive Officer of Lands’ End, Inc. (the “Company”) and Michael P. Rosera, Executive Vice President, Chief Operating Officer/Chief Financial Officer and Treasurer of the Company, has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015 (the “Report”).

Each of the undersigned hereby certifies that:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

September 3, 2015

/s/ Federica Marchionni

Federica Marchionni

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Michael P. Rosera

Michael P. Rosera

Executive Vice President, Chief Operating Officer,

Chief Financial Officer and Treasurer

(Principal Financial Officer)